Search - convention

GESTCOX, GESTCOY et GESTCOZ n'ont pas conclu de convention entre actionnaires relativement à leurs participations dans OPCO et IMMEUBLECO. ...

.), as amended to the date hereof, and, unless otherwise stated, statutory references in this letter are to the Act; (b) "ACB" means "adjusted cost base" as defined in subsection 248(1) of the Act; (c) "business" has the meaning assigned by subsection 248(1) of the Act; (d) "Canadian corporation" has the meaning assigned by subsection 248(1) of the Act; (e) "Canadian property" has the meaning assigned by subsection 133(8) of the Act; (f) "Canco Debt A" means the indebtedness owing by Canco to NRO One in the amount of $XXXXXXXXXX pursuant to an agreement entered into between XXXXXXXXXX and Canco in XXXXXXXXXX and subsequently assigned to NRO One on XXXXXXXXXX; (g) "Canco Debt B" means the indebtedness owing by Canco to NRO Two in the amount of $XXXXXXXXXX pursuant to an agreement entered into between XXXXXXXXXX and Canco on XXXXXXXXXX and subsequently assigned to NRO Two on XXXXXXXXXX; (h) "CGDA" means "capital gains dividend account" as defined in subsection 133(8) of the Act; (i) "carrying on business" has the meaning assigned by its extended meaning under subsection 253(1) of the Act; (j) "corporation" has the meaning assigned by subsection 248(1); (k) "FMV" means fair market value; (l) "NRO" means a corporation that has elected to be treated as a non-resident owned investment corporation as defined under subsection 133(8) of the Act; (m) XXXXXXXXXX; (n) "PUC" means "paid up capital" as defined in subsection 248(1) of the Act; (o) "Taxable Canadian corporation" has the meaning assigned by subsection 248(1) of the Act; (p) "TCP" means "taxable Canadian property" and has the meaning assigned by subsection 248(1) of the Act; and (q) "US Treaty" means the Canada-United States Income Tax Convention (1980). ...

Aucune convention ou résolution concernant la liquidation de PORTCO ou la distribution de ses biens ne prévoira qu'il y aura annulation par PORTCO des actions ordinaires de son capital-actions lors de la liquidation. ...

Income Tax Convention (the "U.S. Treaty"). More particularly, each of U.S. ...

Income Tax Convention [the "Treaty"]). d) "NV" means XXXXXXXXXX. e) "T" means XXXXXXXXXX. f) "U" means XXXXXXXXXX. g) "V" means XXXXXXXXXX. h) "W" means XXXXXXXXXX. i) "X" means XXXXXXXXXX. j) "USOLDCO" means XXXXXXXXXX. k) "CANOLDCO" means XXXXXXXXXX. ...

(a) “ACB” has the meaning assigned to the expression “Adjusted Cost Base” in section 54 of the Act; (b) “Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.) c. 1, as amended from time to time and consolidated to the date of this letter and, unless otherwise expressly stated, every reference herein to a part, section or subsection, paragraph or subparagraph and clause or subclause is a reference to the relevant provision of the Act; (c) “CBCA” means the Canada Business Corporations Act; (d) “CRA” means the Canada Revenue Agency; (e) “FMV” means fair market value; (f) “Initial Bid” means the initial unsolicited take-over bid announced on XXXXXXXXXX, by Xco, to acquire all of the shares of the capital stock of Parent, as described in Paragraph 27; (g) “Memorandum of Understanding” means the memorandum of understanding between Parent, Xco and other parties dated XXXXXXXXXX, as described in Paragraphs 28, 30 and 32; (h) “non-resident” has the meaning assigned by subsection 248(1); (i) “Offer” means the offer formally launched on XXXXXXXXXX, by Parent, through Bidco, to acquire all of the Target Shares, as amended on XXXXXXXXXX, as described in Paragraphs 12, 14, 16 and 17; (j) “paid-up capital” has the meaning assigned by subsection 89(1); (k) “Post-Take-over Merger” means the proposed merger of Xco with Parent, as described in Paragraph 30; (l) “private corporation” has the meaning assigned by subsection 89(1); (m) “public corporation” has the meaning assigned by subsection 89(1); (n) XXXXXXXXXX; (o) “Report” means the report filed on XXXXXXXXXX with Canadian securities commissions by the Investment Managers under XXXXXXXXXX; (p) “Revised Bid” means the amended bid made by Xco to acquire all of the shares of the capital stock of Parent, resulting from modifications made to the Initial Bid on XXXXXXXXXX, as described in Paragraph 28; (q) “Specified Shareholder” has the meaning assigned by subparagraph 88(1)(c.2)(iii) and subsection 248(1); (r) “subsidiary wholly-owned corporation” has the meaning assigned by subsection 248(1); (s) “Target Shares” means all of the issued and outstanding common shares of the capital stock of Target; (t) “taxable Canadian corporation” has the meaning assigned in subsection 89(1); (u) “Treaty” means the Convention Between The Government of Canada and XXXXXXXXXX; (v) XXXXXXXXXX. ...

Income Tax Convention, and have an October 31 taxation year end. 18. The US Members of the US Consolidated Group elected to file an annual consolidated U.S. federal income tax return under section 1501 of the IRC. ...

It is more efficient from a XXXXXXXXXX tax perspective for Foreign Parent to own the shares of the Forcos in a corporation that has access to the benefits of the tax convention between XXXXXXXXXX Certain other controlled foreign affiliates also ceased to be owned by a Canadian resident as a consequence of this transaction. ...

Internal Revenue Code of 1986, as amended to the date hereof; “CRA” means the Canada Revenue Agency; “equity percentage” has the meaning assigned by subsection 95(4); “excluded property” has the meaning assigned in subsection 95(1); “FA1” means XXXXXXXXXX, a corporation incorporated under the General Corporation Law XXXXXXXXXX; “FA2” means XXXXXXXXXX, a limited liability company formed under the laws XXXXXXXXXX; “FA2 common shares” means common shares in the capital stock of FA2; “FA2 preferred shares” means preferred shares in the capital stock of FA2 providing to the holder the right to vote, to have their shares redeemed at a fixed redemption amount of $XXXXXXXXXX per share and a fixed annual dividend entitlement of XXXXXXXXXX%; “fair market value” means the highest price available in an open and unrestricted market between informed and prudent parties dealing at arm’s length and under no compulsion to act, and contracting for a taxable purchase and sale, expressed in terms of money or money’s worth; “foreign accrual property income” has the meaning assigned in subsection 95(1); “foreign accrual tax” has the meaning assigned in subsection 95(1); “foreign affiliate” has the meaning assigned in subsection 95(1); “GPco” means XXXXXXXXXX, a limited liability company existing under the laws XXXXXXXXXX; “income from property” has the meaning assigned by subsection 95(1); “Intermediate LP” means a limited partnership formed or to be formed under the laws of a state of Country 1; “investment business” has the meaning assigned by subsection 95(1); XXXXXXXXXX; “Paragraph” refers to a numbered paragraph in this letter; “Parentco” means XXXXXXXXXX, a corporation existing under XXXXXXXXXX; “Property FA” means a limited liability company without share capital formed or to be formed under the laws of a state of Country 1; “Property LP” means a limited partnership formed or to be formed under the laws of a state of Country 1 (for greater certainty, a Property LP does not including an Intermediate LP); “Property Owner” refers to both the Property LPs and the Property FAs; “public corporation” has the meaning assigned by subsection 248(1); “REIT” means a “real estate investment trust” as defined in section 856(a) of the Country 1 Tax Law; “related person” has the meaning assigned by subsection 251(2); “share” has the meaning assigned by subsection 248(1) and includes all equity interests (within the meaning assigned by subsection 93.2(1)) in limited liability companies that are deemed to be shares under subsection 93.2(2); “Subparagraph” refers to a numbered subparagraph in this letter; “taxable Canadian corporation” has the meaning assigned by subsection 89(1); “taxable capital gain” has the meaning assigned by paragraph 38(a); “taxation year” has the meaning assigned in subsection 249(1); “Transactions” means the transactions described in the Transactions segment of this letter; “Treaty” means Canada-United States Income Tax Convention (1980), as amended; “underlying foreign tax” has the meaning assigned in subsection 5907(1) of the Regulations; “USLP1” means XXXXXXXXXX, a limited partnership existing under the laws XXXXXXXXXX; “USLP1 Limited Partner Unit” means a partnership interest of a limited partner in USLP1, representing a fractional part of the interests of all such partners in USLP1. ...

.), as amended; "adjusted cost base" has the meaning assigned by section 54; "agreed amount" in respect of an eligible property means the amount that the transferor and transferee of the property have agreed upon in an election under subsection 85(1) or subsection 85(2), as applicable; "Amalco Common Shares" has the meaning assigned in Paragraph 91(g); "Amalco" means the corporation resulting from the Amalgamation; "Amalgamation" means the amalgamation of Spinco and Bankco described in Paragraph 91(g); "approximate that proportion" means, in the context of a distribution, the discrepancy from the proportion, if any, does not exceed 1%, determined as a percentage of the fair market value of the property which is transferred to a transferee corporation or retained by a distributing corporation had it received (or retained) its pro rata share of the fair market value of the property; "arm's length" has the meaning assigned by section 251; "Arrangement Resolution" means the special resolution of the DC Shareholders approving the Arrangement; "Arrangement Transactions" means the transactions in the Plan of Arrangement, other than the transactions to which Acquisition Sub is a party; "Arrangement" means the arrangement under the BCA1 on the terms and conditions set forth in the Plan of Arrangement; "Articles" means, in relation to a particular corporation, the constating documents of the corporation; "Bankco" means XXXXXXXXXX, a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Bankco Canadian Note" has the meaning assigned in Paragraph 52(b); "Bankco Common Shares" means the common shares of Bankco; "Bankco-DC Note" means the debt obligations to be issued by Bankco as described in Paragraph 80(g); "Bankco Debt" means the existing debt obligations owing by Bankco to DC that are denominated in Canadian currency, bear interest at a reasonable market rate and, as at XXXXXXXXXX, had a principal amount in excess of the Canadian dollar equivalent $XXXXXXXXXX; "Bankco External Debt" means the debt obligations to be issued by Bankco as described in Paragraph 52(t); "Bankco XXXXXXXXXX Note" has the meaning assigned in Paragraph 52(b); "BCA1" means the XXXXXXXXXX; "BCA2" means the XXXXXXXXXX; "BCA3" means the XXXXXXXXXX; "business" has the meaning assigned by subsection 248(1); "Business 2" means the XXXXXXXXXX business currently carried on by Partnership D (other than as a partner of Partnership E); "Business 2 Liabilities" means, at any particular time, the liabilities owing by the owner of the Business 2 Properties at that time that relate to Business 2; "Business 2 Properties" means the XXXXXXXXXX, inventory, depreciable property, other capital property, eligible capital property and other property currently owned by Partnership D that relate to Business 2, but excludes XXXXXXXXXX; "Business Day" means any day on which commercial banks are open for business in XXXXXXXXXX other than a Saturday, a Sunday or a day observed as a holiday in XXXXXXXXXX under the laws of the Province of XXXXXXXXXX or the federal laws of Canada; "Butterfly Proportion" means the fraction A/B where: A is the net fair market value of the Distribution Property to be transferred by DC to Spinco as described in Paragraph 90(m) determined immediately before such transfer; and B is the net fair market value of all property owned by DC immediately before the transfer of the Distribution Property by DC to Spinco as described in Paragraph 90(m); "Canadian partnership" has the meaning assigned by subsection 102(1); XXXXXXXXXX "capital property" has the meaning assigned by section 54; XXXXXXXXXX XXXXXXXXXX XXXXXXXXXX "Combination" has the meaning assigned in Paragraph 3; "common share" has the meaning assigned by subsection 248(1); "cost amount" has the meaning assigned by subsection 248(1); "Court" means the Court of XXXXXXXXXX; "CRA" means the Canada Revenue Agency; "DC" means XXXXXXXXXX; "DC Common Shares" means the common shares of DC; "DC Group" means DC and all of those corporations, partnerships and entities over which DC has the ability to exercise Significant Influence; "DC Redemption Note" means the promissory note to be issued by DC as described in Paragraph 91(b); "DC Rights Plan" has the meaning assigned in Paragraph 15; "DC Shareholder" means a holder of DC Common Shares and "DC Shareholders" means more than one DC Shareholder; "DC Special Shares" means the new preferred shares that DC will be authorized to issue after the amendment to its Articles described in Paragraph 90(e); "DC Special Share Redemption Amount" means the amount for which the DC Special Shares will be redeemed by DC as described in Paragraph 90(g); "DC-FA4 Note" means an existing promissory note owing by DC to FA4 that is denominated in XXXXXXXXXX currency, bears interest at a reasonable market rate and, at XXXXXXXXXX, had a principal amount of approximately $XXXXXXXXXX; "depreciable property" has the meaning assigned by subsection 13(21); "designated stock exchange" has the meaning assigned by subsection 248(1); "Director" means the Director appointed under section 260 of the BCA1; "disposition" has the meaning assigned by subsection 248(1); "Dissent Rights" means the right of a DC Shareholder to dissent in respect of the Arrangement pursuant to the procedures set forth in Section 190 of the BCA1, as modified by the Plan of Arrangement, the interim Court order and any other order of the Court; "Dissenting Shareholder" means a DC Shareholder who validly dissents from the Arrangement Resolution in compliance with the Dissent Rights and who has not withdrawn the exercise of such Dissent Rights and is ultimately determined to be paid fair value in respect of the DC Common Shares held by such DC Shareholder; "distributing corporation" has the meaning assigned in the definition of distribution; "Distribution Property" means the Bankco Common Shares owned by DC following the transfer of property described in Paragraph 80; "distribution" has the meaning assigned by subsection 55(1); "dividend rental arrangement" has the meaning assigned by subsection 248(1); "Division 1 Liabilities" means, at any particular time, the liabilities owing by the owner of the Division 1 Properties at that time that relate to Division 1; "Division 1 Properties" means the XXXXXXXXXX, inventory, depreciable property, other capital property, eligible capital property and other property currently owned by Partnership D that relate to Division 1, but excludes XXXXXXXXXX; "Division 1" means the XXXXXXXXXX of DC Group that isXXXXXXXXXX business currently carried on in XXXXXXXXXX by Partnership D as a separate division; "Division 2" means the XXXXXXXXXX of the DC Group that consists of the operations carried on directly and indirectly by Partnership E and Partnership C, as well as Business 2 carried on by Partnership D; "Division 3" means the XXXXXXXXXX Division of the DC Group that is the XXXXXXXXXX business currently carried on in the XXXXXXXXXX as a separate division; "Division 4" means the XXXXXXXXXX of the DC Group that is the XXXXXXXXXX business currently carried on in XXXXXXXXXX as a separate division; "Effective Date" means the effective date of the Plan of Arrangement; "Effective Time" means the earliest moment on the Effective Date; "eligible capital property" has the meaning assigned by section 54; "Eligible Holder" means a Participant: (a) who is resident in Canada for the purposes of the Act and not exempt from tax under Part I of the Act; (b) who is a non-resident and whose DC Common Shares constitute taxable Canadian property to the holder provided that any gain realized by the holder upon a disposition at fair market value of such shares would not be exempt from tax under the Act by virtue of any applicable Tax Convention; or (c) which is a partnership that owns DC Common Shares if one or more partners thereof would be described in any of the above descriptions if such partner directly held such DC Common Shares; "eligible property" has the meaning assigned by subsection 85(1.1) as modified by subsection 85(1.11); "Encumbrances" means mortgages, charges, pledges, liens, hypothecs, security interests, encumbrances, adverse claims and rights of third parties to acquire or restrict the use of property; "entities" means any person or partnership or combination thereof; "Escrow Agent" has the meaning assigned in Paragraph 52(t); "FA1" is XXXXXXXXXX, a non-resident XXXXXXXXXX company that is resident in the XXXXXXXXXX, all of the XXXXXXXXXX in which are owned by Partnership C; "FA2" is XXXXXXXXXX, a non-resident XXXXXXXXXX company that is resident in XXXXXXXXXX in which are owned by FA1 and by a non-resident corporation that is controlled by Other Pubco; "FA3" is XXXXXXXXXX., a non-resident corporation that is resident in XXXXXXXXXX all the shares of which are owned by Partnership C; "FA4" is XXXXXXXXXX., a non-resident corporation that is resident in XXXXXXXXXX all the shares of which are owned by Partnership G; "fair market value" means the highest price available in an open and unrestricted market between informed prudent parties acting at arm's length and under no compulsion to act and contracting for a taxable purchase and sale, expressed in terms of cash; "final Court order" means the final order of the Court approving the Arrangement, as such order may be amended or varied at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or amended, with or without variation, on appeal; "financial intermediary corporation" has the meaning assigned by subsection 191(1); "foreign affiliate" has the meaning assigned by subsection 95(1); "forgiven amount" has the meaning assigned by subsection 80(1) or 80.01(1); "guarantee agreement" has the meaning assigned by subsection 112(2.2); "Holdco" means XXXXXXXXXX., a Subsidiary that exists under the BCA2, XXXXXXXXXX % of the shares of which are owned by Partnership B and XXXXXXXXXX % of the shares of which are owned by DC; "Initial DC Share Exchange" means the share exchange described in Paragraph 90(h); "Initial Spinco Share Exchange" means the share exchange described in Paragraph 90(k); "interim Court order" means the interim order of the Court concerning the Arrangement containing declarations and directions with respect to the Arrangement and the holding of the Meeting, as such order may be amended or varied by the Court; "inventory" has the meaning assigned by subsection 248(1); "limited partner" has the meaning assigned by subsection XXXXXXXXXX "Listing Time" means the time, after the Effective Time, when the New DC Common Shares and the Spinco Common Shares are unconditionally listed on the Stock Exchange; "Meeting" means the special meeting of DC Shareholders (including any adjournment or postponement thereof) to be called and held in accordance with the interim Court order to consider and, if deemed advisable, to approve, among other things, the Arrangement Resolution; XXXXXXXXXX "New DC Common Shares" means the new common shares that DC will be authorized to issue after the amendment to its Articles described in Paragraph 90(e); "non-resident" has the meaning assigned by subsection 248(1); "Operations" means all of the activities of the DC Group; "Other Pubco Group" means Other Pubco and all of those corporations, partnerships and entities over which Other Pubco has the ability to exercise Significant Influence; "Other Pubco" means XXXXXXXXXX, a public corporation that exists under XXXXXXXXXX law, the shares of which are listed on the XXXXXXXXXX Stock Exchange; "PA1" means the XXXXXXXXXX; "PA2" means the XXXXXXXXXX "paid-up capital" has the meaning assigned by subsection 89(1); "Paragraph" means a numbered paragraph in this letter; "Participant" means a DC Shareholder, other than a Dissenting Shareholder; "Partnerco" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Partnership A" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco A as its partners; "Partnership B" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco B as its partners; "Partnership C" means XXXXXXXXXX, a general and Canadian partnership formed under the PA2 having DC and Subco B as its partners; "Partnership D" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco D as its partners; "Partnership E" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having Partnership D, Subco E and a taxable Canadian corporation in the Other Pubco Group as its partners; "Partnership F" means XXXXXXXXXX, a general and Canadian partnership formed under the PA2 having DC and Subco B as its partners; "Partnership G" means XXXXXXXXXX, a general partnership formed under the PA2 having Partnership C and FA3 as its partners; "permitted exchange" has the meaning assigned by subsection 55(1); "person" has the meaning assigned by subsection 248(1); "Plan of Arrangement" means the proposed plan of arrangement under the BCA1 to effect the divisive reorganization as described in Paragraphs 90 through and including 95; "Predecessor 1" means XXXXXXXXXX., a predecessor corporation by amalgamation to DC; "Predecessor 2" means XXXXXXXXXX, a predecessor corporation by amalgamation to DC; "preferred share" has the meaning assigned by subsection 248(1); "prepaid expenses" means rights arising from the prepayment of expenses; "Prime Rate" means the floating rate of interest established from time to time by a particular Canadian chartered bank (and reported to the Bank of Canada) as the reference rate of interest such chartered bank will use to determine rates of interest payable by its borrowers on Canadian dollar commercial loans made by such Chartered Bank to such borrowers in Canada and designated by such chartered bank as its "prime rate"; "principal amount" has the meaning assigned by subsection 248(1); "principal-business corporation" has the meaning assigned by subsection XXXXXXXXXX "proceeds of disposition" has the meaning assigned by section 54; "Proposed Transactions" means those transactions and events described in Paragraphs 53 through and including 95; "public corporation" has the meaning assigned by subsection 89(1); XXXXXXXXXX "Refinanced DC Debt" means approximately $XXXXXXXXXX of the external debt obligations of DC described in Paragraph 21; "Regulations" means the Income Tax Regulations, C.R.C. 1978, c. 945, as amended; "related person" means, in relation to a particular person, another person who is related to the particular person by virtue of subsection 251(2), as modified for the purposes of section 55 by paragraph 55(5)(e); XXXXXXXXXX "restricted financial institution" has the meaning assigned by subsection 248(1); "Right" means a right to acquire a common share of a particular corporation issued pursuant to a shareholder rights plan adopted by that corporation issuing the rights where the shareholder rights plan is substantially similar to the DC Rights Plan; XXXXXXXXXX "series of transactions or events" has the meaning assigned by subsection 248(10); "short-term preferred share" has the meaning assigned by subsection 248(1); "Significant Influence" has the meaning assigned by Section 3050 of the Canadian Institute of Chartered Accountants Handbook and, for the purposes of this letter, a corporation will be considered to have significant influence over another corporation if it has significant influence over that corporation or over any other corporation that has significant influence over that corporation. In addition, a corporation in the DC Group will be deemed to have significant influence over another corporation in the DC Group; "specified corporation" has the meaning assigned by subsection 55(1); "specified financial institution" has the meaning assigned by subsection 248(1); "specified member" has the meaning assigned by subsection 248(1); "specified shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); "Spinco" means XXXXXXXXXX.; "Spinco Common Shares" means the common shares of Spinco described in Paragraph 52(l); "Spinco Redemption Note" means the promissory note to be issued by Spinco as described in Paragraph 91(a); "Spinco Rights Plan" has the meaning assigned in Paragraph 52(n); "Spinco Special Shares" means the preferred shares of Spinco described in Paragraph 52(m); "Spinco Special Share Redemption Amount" means the amount for which the Spinco Special Shares will be redeemed by Spinco as described in Paragraph 52(m); "Stated Capital" has, in relation to a corporation that exists under the BCA1, the meaning assigned by the BCA1 and, in relation to a corporation that exists under the BCA2, the meaning assigned by the BCA2; "Stock Exchange" means the XXXXXXXXXX; "Subco A" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Subco B" means XXXXXXXXXX, a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Subco C" means XXXXXXXXXX; "Subco D" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by Holdco; "Subco E" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by Partnership A; "Subco F" means the new corporation described in Paragraph 59, which has yet to be formed; "Subco G" means XXXXXXXXXX; "Subco H" means the new corporation described in Paragraph 52(e), which has yet to be formed; "Subco I Holdco" means the new corporation described in Paragraph 52(e), which has yet to be formed; "Subco I" means the new corporation described in Paragraph 52(e), which has yet to be formed; "Subco J" means XXXXXXXXXX; "Subco K" means XXXXXXXXXX, a Subsidiary that exists under the BCA1 all the shares of which are owned by DC; "Subco L" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "Subco M" means XXXXXXXXXX, a Subsidiary that exists under the laws of XXXXXXXXXX all the shares of which are owned by DC; "Subco N" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which are owned by DC; "subject corporation" has the meaning assigned by subsection 186(3); "Subject Property" has the meaning assigned in Paragraph 51; "Subsidiary" means a taxable Canadian corporation that is controlled directly or indirectly by DC; "Tax Convention" means any bilateral tax convention to which Canada is a party that is in force as of the Effective Date; "taxable Canadian corporation" has the meaning assigned by subsection 89(1); "taxable Canadian property" has the meaning assigned by subsection 248(1); "taxable dividend" has the meaning assigned by subsection 89(l); "taxable preferred share" has the meaning assigned by subsection 248(1); "taxation year" has the meaning assigned by subsection 249(1); "Transfer Agent" means XXXXXXXXXX, as registrar and transfer agent of DC, or such other person as may be designated by DC; "transferee corporation" has the meaning assigned in the definition of distribution; "undepreciated capital cost" has the meaning assigned by subsection 13(21); XXXXXXXXXX; "XXXXXXXXXX Subco A" means XXXXXXXXXX., a corporation that exists under the BCA3 all the shares of which are indirectly owned by Partnership F; "XXXXXXXXXX Subco B" means XXXXXXXXXX., a corporation that exists under the BCA3 all the shares of which are owned by XXXXXXXXXX Subco A; and "XXXXXXXXXX Subsidiary" means a XXXXXXXXXX corporation that is controlled directly or indirectly by DC. ...