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Reasons: Contravenes various provisions of paragraph 6801(a) of the Regulations. ...

Participants- All registered holders and beneficial holders of common shares whose shares are held in a registered account are eligible to participate, provided that: (a) holders resident in countries other than Canada and the United States may participate if such participation is in compliance with the laws and regulations of the country in which they reside, and (b) participation may be denied to (x) shareholders that Pubco has reason to believe have been engaging in market activities or have been artificially accumulating shares of Pubco for the purpose of taking undue advantage of the Plan to the detriment of Pubco, or (y) shareholders whose participation in the Plan would contravene restrictions in the XXXXXXXXXX. ii. ...

The inclusion of an accelerated cash dividend equivalent feature would contravene the requirements of paragraph 6801(d). 2 This position also applies to other equity-based incentive plans (such as restricted share unit plans) that satisfy the conditions in paragraph (k). 3 The non-applicability of subsection 6(14) is also relevant for a deferred share unit plan that would otherwise comply with the conditions of paragraph 6801(d) but for the existence of an accelerated cash dividend equivalent feature in the plan. ...

" It is your view that allowing the penalty in the present case would not contravene public policy. ...

As you know, in determining income from business, a taxpayer may deduct any reasonable expense incurred for the purpose of earning such income that does not contravene the rules prohibiting deductions as set out in sections 18 and 19 of the Act or as permitted by section 20 of the Act. ...

This debit balance may be construed as a loan which would contravene subsections 146(4), 146(10) or 146(13) of the Act. ...

" It is your view that allowing the penalty in the present case would not contravene public policy. ...