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., which will be issued as described in paragraph 23 below, will not be, at any time during the implementation of the proposed transactions described herein: (i) the subject of any undertaking that is referred to in subsection 112(2.2) of the Act as a "guarantee agreement"; (ii) the subject of a dividend rental arrangement; (iii) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (iv) issued for consideration that is or 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). 14. ... A Inc. will amend its articles to provide for an unlimited number of non-voting, cumulative dividend, redeemable, retractable preferred shares with a redemption value equal to the fair market value of the consideration for which the shares are issued ("A Inc. ...

It provides, inter alia, that where all the beneficial interests in a particular inter vivos trust acquired by way of the transfer, assignment or other disposition of property to the particular trust were acquired by one person, any beneficial interest in the particular trust acquired by such a person is deemed to have been acquired for no consideration. ... Therefore, pursuant to paragraph 108(7)(b) of the Act, the beneficial interest of the individual in the trust would be deemed to have been acquired for no consideration for the purposes of subsection 107(1). ...

All Tco Shares shall be exchanged on the following basis (with the transactions in subparagraphs (a) and (b) occurring simultaneously): (a) all of the XXXXXXXXXX Shares and all of the issued and outstanding Tco Shares beneficially owned by XXXXXXXXXX at the Effective Time shall be transferred, free and clear of any encumbrances or claims, to Bco, solely in exchange for the issue by Bco to the Tco Shareholders in respect of such Tco Shares of fully paid and non-assessable Bco Shares on the basis of the Exchange Ratio; (b) all of the issued and outstanding Tco Shares, other than the XXXXXXXXXX Shares and other than Tco Shares beneficially owned by XXXXXXXXXX at the Effective Time, shall be transferred, free and clear of any encumbrances or claims, to Aco, solely in exchange for the issue by Bco to the Tco Shareholders in respect of such Tco Shares of fully paid and non-assessable Bco Shares on the basis of the Exchange Ratio, in consideration for which Aco shall issue to Bco XXXXXXXXXX Aco Preferred Shares; and (c) upon completion of the exchanges referred to in this Paragraph, each Tco Shareholder shall cease to be such a holder of Tco Shares, shall, if a registered holder, have such holder's name removed from the register of holders of Tco Shares and shall be a holder of the number of Bco Shares to which such holder is entitled as a result of such exchanges and, if a registered holder, such holder's name shall be added to the register of holders of Bco Shares accordingly; and Bco shall be the legal and beneficial owner of the Tco Shares transferred pursuant to paragraph (a) above and Aco shall be the legal and beneficial owner of the Tco Shares transferred pursuant to paragraph (b) above and Bco and Aco shall be added to the register of holders of Tco Shares accordingly. 48.1 XXXXXXXXXX. 49. ... Bco may dispose of the Tco Shares acquired by it in the Arrangement Transactions to Aco in consideration of shares of the capital stock of Aco. ...

The surrender of Capital Securities by a holder thereof to the Trust for Series 2 Shares and Series 4 Shares as described above in paragraph l6 and automatic exchange of Capital Securities for Series 3 Shares and Series 5 Shares as described above in paragraph 17 will be effected by the Trust: a) converting $XXXXXXXXXX principal amount of the Series A Debenture (or Series B Debenture) held by it into XXXXXXXXXX Series 2 Shares (or XXXXXXXXXX Series 4 Shares) or XXXXXXXXXX Series 3 Shares (or XXXXXXXXXX Series 5 Shares), as applicable, in accordance with the terms thereof as set out below, for each Capital Security so exchanged or surrendered, and b) redeeming each Series A Capital Security (or Series B Capital Security) in consideration for the transfer to the holder thereof by the Trust of XXXXXXXXXX Series 2 Shares (or XXXXXXXXXX Series 4 Shares) or XXXXXXXXXX Series 3 Shares (or XXXXXXXXXX Series 5 Shares), as applicable. 19. ... The Series 3 Shares will be exchangeable at the option of the holder thereof, provided that any XXXXXXXXXX Event which has occurred is not then continuing, on the last day of XXXXXXXXXX in each year commencing on XXXXXXXXXX on not more than 90 and not less than 60 days' prior written notice before the date fixed for exchange, into that number of fully-paid and freely tradable Holdco common shares determined by dividing $XXXXXXXXXX, together with any declared and unpaid dividends on the Series 3 Shares to the date of exchange, by the greater of (i) $1.00 and (ii) XXXXXXXXXX Any such exchange will be effected by way of the transfer by the holder to Holdco or an affiliate of Holdco of the Series 3 Shares to be so exchanged in consideration for the applicable Holdco common shares. ...

The Partnership will sell all of its assets (the "Assets") used in the Practice for proceeds equal to the fair market value of the Assets to ACo and in consideration of such sale, ACo will: (a) assume all of the liabilities and obligations of the Partnership, including its obligations to the Limited Partnership (the "Assumed Debt"); (b) execute and deliver an interest-free demand promissory note (the "Note") having a principal amount equal to the difference between the aggregate cost amount of the Assets to the Partnership immediately before the time of sale for purposes of the Act and the amount of the Assumed Debt; and (c) issue XXXXXXXXXX Class "D" Shares having an aggregate redemption amount equal to the difference between the fair market value of the Assets and the aggregate cost amount of the Assets to the Partnership immediately before the time of sale. 12. ... Immediately before the winding up, the Partnership will have no assets other than property received from ACo as consideration for the sale of the Assets referred to in Paragraph 11. ...

.: (a) converting $XXXXXXXXXX principal amount of Deposit Note held by it into XXXXXXXXXX Series W Shares (or XXXXXXXXXX Series X Shares), as applicable, in accordance with the terms thereof as set out below, for each Trust Security so exchanged or surrendered, and (b) redeeming each Trust Security in consideration of the transfer to the holder thereof by Y Co. of XXXXXXXXXX Series W Shares (or XXXXXXXXXX Series X Shares), as applicable. 19. ... Any such exchange will be effected by way of the transfer by the holder to X Co. of the Series X Shares to be so exchanged in consideration for the applicable X Co. ...

The consideration for the granting of the Canadian Licence will be equal to the value of the rights granted to the UK Co-Producer, which shall be payable at the end of XXXXXXXXXX years. 13. ... The date of payment and the consideration payable to the UK Co-Producer under the Canadian Sublicence will be the same as provided for in the Canadian Licence and these monetary obligations will be extinguished by way of set-off at the end of XXXXXXXXXX years. ...

We have indicated that, based on the representative's representations and our prior consideration of the use of surplus by employers and employees, it appears to us that the right to the surplus may only be established when approval to withdraw the amount has been obtained from the appropriate authorities. ... This approach, however, ignores the fundamental nature of dividends, i.e., a payment which is related by way of entitlement to one's capital or share interest in the corporation, and not to any other consideration, such as the shareholder's level of contribution to the corporation, or the existence of a non-arm's length transaction. ...

The additional amount of dividends will reflect the estimated time utilization of the non-capital losses of Topco and other consideration 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. 9. ... None of the issued shares referred to herein (including the shares to be issued as described in the Proposed Transactions) are or will be, at any time during the implementation of the Proposed Transactions described herein: (a) the subject of any undertaking that is 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). 22. ...

Another consideration is whether the issuance of promissory notes will constitute payment of income. ... Thus, the promissory notes will be truly payable on demand. 6 The trust will qualify as a personal trust since the First Nation will be the settlor of the trust and the interest will not be acquired for consideration. ...