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Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the “Newco Note”). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, 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). 39. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the “Newco Note”). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, 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). 39. ...

Provided the appropriate election is filed by Canco and Subco in prescribed form and manner within the time limits specified in subsection 85(6) and provided that the transfer of Assets constitute a disposition of eligible property, the provisions of subsection 85(1) will apply to the transfer of the Assets described in Paragraphs 42 to 45 above such that: i) the agreed amount in respect of such transfer will be deemed to be the proceeds of disposition of the Assets to Canco thereof and the cost of the Assets to Subco; ii) the cost and the PUC of the Subco common shares received as consideration for the transfer of the Assets will be equal to the agreed amount to Canco; and iii) for greater certainty, the provision of paragraph 85(1)(e.2) will not apply to the transfer of the Assets. ... 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. ...

The following transactions will occur to unwind the loss consolidation arrangement between Lossco and Profitco: a) Each Lossco will contribute capital to the applicable Newco equal to the amount of the accrued and unpaid dividends on its Newco Preferred Shares; b) Using the capital received from the Losscos, each Newco will pay the balance of the accrued and unpaid dividends on its Newco Preferred Shares to Profitco; c) Profitco will pay in cash to the Losscos all accrued and unpaid interest in respect of each of the Lossco Loans; d) Each Lossco will repay the applicable Newco Loan by assigning the corresponding Lossco Loan to the relevant Newco in full satisfaction of the principal amount due under the relevant Newco Loan; e) Each of the Newcos will redeem its Newco Preferred Shares held by Profitco in consideration for a non-interest bearing demand promissory note issued by such Newco (each a “Newco Note”). ... The 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). 38. ...

L'acquisition par Holdco s'est faite pour une considération totale de XXXXXXXXXX 5. ... H)Le rachat des actions privilégiées mentionné au paragraphe 10.4 ci-dessus pour une considération égale à leur juste valeur marchande entraînera pour XXXXXXXXXX en vertu du paragraphe 84(3) de la Loi, la réalisation d'un dividende réputé égal à l'excédent de la somme payée au rachat sur le capital versé fiscal des actions rachetées. ...

XXXXXXXXXX The above figures do not take anticipated declining revenues into consideration as a result of reduced capital expenditures. ... The common shares will be issued to XXXXXXXXXX for nominal consideration. ...

Executives of XXXXXXXXXX and its subsidiaries are eligible for participation consideration, but such participation shall be limited to one performance per calender year. ... (a) To the best of your knowledge and that of XXXXXXXXXX or any of its subsidiaries none of the issues in respect of which rulings are herein requested is currently under consideration by a tax services office or taxation centre in connection with a tax return already filed and none is under objection or appeal. ...

Subject to subsections 87(3) and (3.1), the paid-up capital in respect of: (a) the Class A, B and C shares of Amalco immediately after the amalgamation will be equal to the par value of each class of shares; and (b) the membership interests in Amalco immediately after the amalgamation will be equal to the total of the amounts received by Coop #1 and Coop #2 from the members of each predecessor corporation (who became members of Amalco as a consequence of the amalgamation) as consideration for issuing the membership interests. ... Each member of Coop #1 and Coop #2 who, immediately before the amalgamation, owned any of the Class A, B or C shares of Coop #1 and a membership interest in either Coop #1 or Coop #2 as capital property and who receives no consideration other than shares of the capital stock of Amalco on the amalgamation will be deemed, subject to subsection 26(21) of the Income Tax Application Rules: (a) to have disposed of any Class A, B and C shares of Coop#1 owned by the member and the member’s membership interest in either of Coop#1 or Coop#2 pursuant to paragraph 87(4)(a) for proceeds of disposition equal to the adjusted cost base thereof to the member immediately before the amalgamation; and (b) to have acquired, pursuant to paragraph 87(4)(b) (i) the Class A shares of Amalco, if applicable, for an amount equal to the amount deemed to be the proceeds of disposition to the member of the Class A shares of Coop#1, (ii) the Class B shares of Amalco, if applicable, for an amount equal to the amount deemed to be the proceeds of disposition to the member of the Class B shares of Coop#1, (iii) the Class C shares of Amalco, if applicable, for an amount equal to the amount deemed to be the proceeds of disposition to the member of the Class C shares of Coop#1, and (iv) a membership interest in Amalco for an amount equal to the amount deemed to be the proceeds of disposition to the member of the membership interest in Coop#1 and Coop#2, whichever is applicable. ...

The Trust is resident in Canada and is a “personal trust” as defined in subsection 248(1) of the Act as none of the beneficiaries of the Trust have acquired an interest in the Trust for consideration payable to the Trust or to any other person. 4. ... The Trust will transfer the property in paragraph 4 above to Newco for consideration consisting of Newco Common Shares and promissory notes. ...

In XXXXXXXXXX, XXXXXXXXXX acquired the XXXXXXXXXX% of the Property and operating assets held by limited partnerships and, in consideration, assumed the partnerships' share of the mortgage payable, as described in paragraph 7, below, and other operating liabilities. ... XXXXXXXXXX will subscribe for a nominal amount of common shares of Newco for nominal cash consideration. ...