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Nécessairement, la convention d'entente de partage des revenus, telle que prévue au XXXXXXXXXX, sera modifiée afin qu'une portion des revenus bruts gagnés par Société puisse être imposée directement dans Société et éventuellement distribuée sous forme de dividendes. 25. ...

.; (g) "CRA" means the Canada Revenue Agency; (h) "CBCA" means the Canada Business Corporations Act; (i) "Exchange" means the XXXXXXXXXX; (j) "Foreign Country" means United States of America; (k) "GAAP" means Canadian generally accepted accounting principles; (l) "Province" means XXXXXXXXXX; (m) "ULC Province" means XXXXXXXXXX; (n) "Treaty" means the Canada-United States Tax Convention (1980); (o) "First Loan" means ULC's loan payable to Subco as described in paragraph 7; (p) "Second Loan" means Canco's loan payable to the Partnership as described in paragraph 8; (q) "New Loan" means Parent's loan to Canco as described in paragraph 12; (r) "Final Loan" means Subco's proposed loan to ULC as described in paragraph 16; (s) "New Preferred Shares" means the new class of preferred shares of Canco described in paragraph 11; (t) "Canadian partnership" has the meaning assigned by subsection 102(1) of the Act; (u) "fiscal period" has the meaning assigned by subsection 249.1(1) of the Act; (v) "non-capital loss" has the meaning assigned by subsection 111(8) of the Act; (w) "paid-up capital" has the meaning assigned by subsection 89(1) of the Act; (x) "private corporation" has the meaning assigned by subsection 89(1) of the Act; (y) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (z) "taxable dividend" has the meaning assigned by subsection 89(1) of the Act; and (aa) "taxation year" has the meaning assigned by subsection 249(1) of the Act. ...

ACO may, subject to certain exceptions and limitations, be required to pay such additional amounts ("Additional Amounts") to the beneficial owner of any Note or to the beneficial owner of any Note who is a resident of the United States (for purposes of the Canada-United States Tax Convention (1980)) as may be necessary in order that every net payment of the principal of and interest on such Note and any other amounts payable on the Note, after withholding for or on account of any present or future tax, assessment or governmental charge imposed upon such payment by Canada (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided for in such Note to be then due and payable. 26. ...

Our understanding of the facts, proposed transactions and the purpose of the proposed transactions is as follows: Definitions (a) "Parent" means XXXXXXXXXX; (b) "Canco" means XXXXXXXXXX; (c) "Subco" means XXXXXXXXXX; (d) "DC" means XXXXXXXXXX; (e) "Newco" means XXXXXXXXXX; (f) "Articles" means the Articles attached to the notarial deed creating DC and filed with the appropriate "commercial register" in the Foreign Country; (g) "CBCA" means the Canada Business Corporations Act; (h) "CRA" means the Canada Revenue Agency; (i) "Exchanges" means the XXXXXXXXXX; (j) "Foreign Country" means XXXXXXXXXX; (k) "Foreign Legislation" means the XXXXXXXXXX; (l) "Treaty" means the Canada-XXXXXXXXXX Income Tax Convention; (m) "adjusted cost base" ("ACB") has, by virtue of subsection 248(1) of the Act, the meaning assigned by section 54 of the Act; (n) "arm's length" has the meaning assigned by subsection 251(1) of the Act; (o) "capital property" has, by virtue of subsection 248(1) of the Act, the meaning assigned by section 54 of the Act; (p) "controlled foreign affiliate" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 95(1) of the Act; (q) "foreign affiliate" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 95(1) of the Act; (r) "non-resident" has the meaning assigned by subsection 248(1) of the Act; (s) "paid-up capital" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 89(1) of the Act; (t) "public corporation" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 89(1) of the Act; (u) "share" has the meaning assigned by subsection 248(1) of the Act; (v) "specified participating interest" will, provided that Bill C-10 (which received First Reading in the Senate on October 30, 2007) is enacted as originally proposed, have the meaning assigned by the proposed amendment to subsection 248(1) of the Act; (w) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1) of the Act; and (x) "taxable Canadian corporation" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 89(1) of the Act. ...

Each of FA Holdco 1 and FA Holdco 2 is a corporation governed by the laws of XXXXXXXXXX, and is a non-resident of Canada and a resident of XXXXXXXXXX for the purposes of the Act and the Canada-XXXXXXXXXX Income Tax Convention. ...

Our understanding of the facts, proposed transactions and the purpose of the proposed transactions is as follows: Definitions (a) "Parent" means XXXXXXXXXX; (b) "Canco" means XXXXXXXXXX; (c) "Subco" means XXXXXXXXXX; (d) "DC" means XXXXXXXXXX; (e) "Newco" means a new corporation to be incorporated by Canco as part of the proposed transactions; (f) "Amalco" means the entity formed upon the merger of DC and Subco; (g) "Articles" means the Articles attached to the notarial deed creating DC and filed with the appropriate "commercial register" in the Foreign Country; (h) "CBCA" means the Canada Business Corporations Act; (i) "CRA" means the Canada Revenue Agency; (j) "Exchanges" means the XXXXXXXXXX Stock Exchange and the XXXXXXXXXX Stock Exchange; (k) "Foreign Country" means XXXXXXXXXX; (l) "Foreign Legislation" means the XXXXXXXXXX; (m) "Treaty" means the Canada-XXXXXXXXXX Income Tax Convention; (n) "adjusted cost base" ("ACB") has, by virtue of subsection 248(1) of the Act, the meaning assigned by section 54 of the Act; (o) "arm's length" has the meaning assigned by subsection 251(1) of the Act; (p) "capital property" has, by virtue of subsection 248(1) of the Act, the meaning assigned by section 54 of the Act; (q) "controlled foreign affiliate" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 95(1) of the Act; (r) "foreign affiliate" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 95(1) of the Act; (s) "foreign merger" has the meaning assigned by subsection 87(8.1) of the Act; (t) "non-resident" has the meaning assigned by subsection 248(1) of the Act; (u) "paid-up capital" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 89(1) of the Act; (v) "public corporation" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 89(1) of the Act; (w) "share" has the meaning assigned by subsection 248(1) of the Act; (x) "subsidiary wholly-owned corporation" has the meaning assigned by subsection 248(1) of the Act; and (y) "taxable Canadian corporation" has, by virtue of subsection 248(1) of the Act, the meaning assigned by subsection 89(1) of the Act. ...

(p) "Treaty" is the Convention between Canada and the United States of America with Respect to Taxes on Income and Capital. ...

Tax Convention (the "Treaty"). Approximately XXXXXXXXXX% of the Class XXXXXXXXXX Shares and Debentures are held by a scientific, educational or charitable organization as described in paragraph 1 of Article XXI of the Treaty. ...

Il n'y a aucune convention entre actionnaires de la Société. 10.Toutes les catégories d'actions donnent droit à leur détenteur de recevoir des dividendes à l'entière discrétion des administrateurs de la Société. ...

TRANSACTIONS PROJETÉES ET BUT DES TRANSACTIONS PROJETÉES MODIFICATIONS DU CONTRAT DE SOCIÉTÉ DE PERSONNES 9.XXXXXXXXXX obtiendra l'autorisation préalable de son co-associé XXXXXXXXXX afin de modifier les conventions contenues au contrat de société de personnes pour permettre l'arrivée de nouveaux associés, sans mettre fin immédiatement à la société de personnes. ...