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Income Tax Convention. The above rulings are given subject to the limitations and qualifications set out in Information Circular 70-6R3 dated December 30, 1996, and are binding provided that Universityco commences teaching courses in Canada by XXXXXXXXXX. ...

Le paragraphe 149(1.2) de la Loi prévoit, entre autres, que le revenu d'une société provenant d'activités exercées en dehors des limites géographiques d'une municipalité ne comprend pas le revenu provenant d'activités exercées aux termes d'une convention écrite entre d'une part la société et d'autre part, Sa Majesté du chef d'une province. ...

Tax Convention (1980), as amended by the Protocols signed on June 14, 1983, March 28, 1984, March 17, 1995, July 29, 1997 and September 21, 2007. ...

DEFINITIONS In this letter, the following terms have the meanings specified and, where the circumstances so require, the singular should be read as plural and vice versa: “arm’s length” has the meaning assigned in section 251; XXXXXXXXXX; “Canada-US Treaty” means the Canada-United States Income Tax Convention (1980), as amended; “CBCA” means the Canada Business Corporations Act, R.S.C. 1985 c. ...

.), as amended and, unless otherwise stated, every reference in this letter to a part, section, subsection, paragraph, subparagraph or clause is a reference to the relevant provision of the Act; "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 will have agreed upon in a joint election to be made by them under subsection 85(1) or subsection 85(2), as applicable; "approximate that proportion" means, in the context of a distribution, that the discrepancy from the proportion, if any, does not exceed XXXXXXXXXX %, 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 subsection 251(1); "Arrangement" means the arrangement under the XXXXXXXXXX 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; XXXXXXXXXX; XXXXXXXXXX; "business" has the meaning assigned by subsection 248(1); "capital property" has the meaning assigned by section 54; "common share" has the meaning assigned by subsection 248(1); "Company A" means XXXXXXXXXX described in Paragraph 40; "Company B" means XXXXXXXXXX described in Paragraph 41; "Company C" means XXXXXXXXXX described in Paragraph 42; "Company D" means of XXXXXXXXXX as described in Paragraph 43; "Company E" means XXXXXXXXXX as described in Paragraph 44; "Company F" means XXXXXXXXXX as described in Paragraph 47; "Company G" means XXXXXXXXXX as described in Paragraph 110; "Convertible Bonds" means debt obligations of DC which are convertible into DC Common Shares and described in Paragraphs 32 and 33; "cost amount" has the meaning assigned by subsection 248(1); "CRA" means the Canada Revenue Agency; "DC" means XXXXXXXXXX; "DC Common Shares" means the outstanding common shares in the capital 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 Meeting" means the meeting of DC Shareholders to be held to consider, among other things, the Plan of Arrangement and any adjournment or postponement thereof; "DC Redemption Note" means the promissory note to be issued by DC as described in Paragraph 81; "DC Share Exchange" means the share exchange described in Paragraph 72; "DC Shareholder" means a holder of DC Common Shares; "DC Special Shareholder" means a holder of DC Special Shares; "DC Special Shares" means the preferred shares in the capital of DC described in Paragraph 71; "DC Stock Option" means a right to acquire one DC Common Share granted by DC under the DC Stock Option Plan; "DC Stock Option Holder" means a person who holds a DC Stock Option; "DC Stock Option Plan" means the current stock option plan of DC as described in Paragraphs 21 to 23; "DC SubCo2 Debt" means the debt owing by DC to SubCo2 in the principal amount of $XXXXXXXXXX; "designated stock exchange" has the meaning assigned by subsection 248(1); "disposition" has the meaning assigned by subsection 248(1); "Dissenting Shareholder" means a DC Shareholder who dissents from the Plan of Arrangement or a FA1 Shareholder who dissents from the FA1 Scheme of Arrangement, if such rights are provided for, as the case may be; "distributing corporation" has the meaning assigned in the definition of distribution; "distribution" has the meaning assigned by subsection 55(1); "Dividend" means the dividend to be paid by SubCo2 to DC in an amount equal to $XXXXXXXXXX; "Effective Date" means the date on which the Plan of Arrangement will take effect or in the case of the FA1 Scheme of Arrangement, the date on which the FA1 Scheme of Arrangement will take effect; "Effective Time" means, in the case of the Arrangement, XXXXXXXXXX on the Effective Date, and in the case of the FA1 Scheme of Arrangement, the first moment of time following the Effective Time of the Arrangement; "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 (a) or (b) above 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; "FA1" means XXXXXXXXXX, a Subsidiary and a non-resident that exists under the XXXXXXXXXX, XXXXXXXXXX % of the shares of which are owned by SubCo2 and the remainder of which are owned by members of the public; "FA1 Common Shares" means the outstanding common shares in the capital of FA1; "FA1 Meeting" means the meeting of FA1 Shareholders to consider among other things, the FA1 Scheme of Arrangement and any adjournment or postponement thereof; "FA1 Scheme of Arrangement" means the proposed scheme of arrangement under the XXXXXXXXXX to effect the acquisition by SpinCo of the FA1 Common Shares not owned by SubCo2 as described in Paragraphs 86 through and including 92; "FA1 Share Exchange" means the share exchange described in Paragraph 92; "FA1 Shareholder" means a shareholder of FA1; "FA1 Stock Option" means a right to acquire one FA1 Common Share granted by FA1 under the FA1 Stock Option Plan; "FA1 Stock Option Holder" means a person who holds an FA1 Stock Option; "FA1 Stock Option Plan" means the current employee stock option plan of FA1 and described in Paragraphs 26 through and including 29; "FA2" means XXXXXXXXXX, a Subsidiary and a non-resident of Canada and a resident of XXXXXXXXXX, all of the shares of which are owned by SubCo2; "FA2 Common Shares" means the outstanding common shares in the capital of FA2; "FA3" means XXXXXXXXXX, a Subsidiary and a non-resident all of the shares of which are owned by FA1. ... 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 shareholder" has the meaning assigned by subsection 248(1) as modified by subsections 55(3.2) and (3.3); "SpinCo" means the corporation described in Paragraph 55; "SpinCo Common Shares" means the common shares in the capital of SpinCo described in Paragraph 56; "SpinCo Distribution Property" means the SubCo2 Common Shares owned by DC immediately prior to the distribution; "SpinCo Redemption Note" means the promissory note to be issued by SpinCo as described in Paragraph 80; "SpinCo Share Exchange" means the share exchange described in Paragraph 74; "SpinCo Special Shares" means the preferred shares in the capital of SpinCo described in Paragraph 56; "SpinCo Stock Options" has the meaning assigned by Paragraph 93; "SpinCo Stock Option Plan" means the stock option plan adopted by SpinCo in Paragraph 62; "Stated Capital" has, in relation to a corporation that exists under the XXXXXXXXXX, the meaning assigned by the XXXXXXXXXX; "Stock Exchange" means the XXXXXXXXXX Stock Exchange; "SubCo1" means XXXXXXXXXX, a Subsidiary and a resident of Canada that exists under the XXXXXXXXXX, a public corporation of which XXXXXXXXXX % of the SubCo1 Class A Common Shares (the remaining SubCo1 Class A Common Shares are owned by the public) and XXXXXXXXXX % of the SubCo1 Class B common shares XXXXXXXXXX are owned by DC; "SubCo1 Class A Common Shares" means the Class A common shares in the capital of SubCo1, which are listed and traded on the Stock Exchange; "SubCo2" means XXXXXXXXXX, a Subsidiary and a non-resident that exists under XXXXXXXXXX all the shares of which are owned by DC; "SubCo2 Shares" means the issued and outstanding shares of SubCo2; "SubCo3" means XXXXXXXXXX, a Subsidiary and a resident of Canada that exists under the XXXXXXXXXX, all of the shares of which are owned by DC; "SubCo4" means XXXXXXXXXX, a Subsidiary and a resident of Canada that exists under the XXXXXXXXXX, all of the shares of which are owned by DC; "Subsidiary" means a 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(1); "taxable preferred share" has the meaning assigned by subsection 248(1); "taxation year-end" has the meaning assigned by subsection 249(1) and also includes the end of a fiscal period of a partnership; "Trading Day" means a day, other than a Saturday or a Sunday, when the Stock Exchange is open for trading; "Trading Price" means the weighted average trading price of a SpinCo Common Share on the Stock Exchange for the first 10 Trading Days on which such shares trade on the Stock Exchange after the Effective Date; and "transferee corporation" has the meaning assigned in the definition of distribution. ... With regard to the payment by DC in respect of DC Common Shares held by a Dissenting Shareholder as described in Paragraph 69: (a) subject to the application of subsection 55(2), DC will be deemed by paragraph 84(3)(a) to have paid, and the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount, if any, by which any payment from DC to the Dissenting Shareholder (exclusive of any interest awarded by a court) in respect of the purchase by DC of such Dissenting Shareholder's DC Common Shares exceeds the amount of paid-up capital attributable to such shares immediately prior to their purchase; (b) the amount of any such dividend will be included in computing such Dissenting Shareholder's income under subsection 82(1) and paragraph 12(1)(j); (c) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable Tax Convention) to require DC to withhold and remit 25% (subject to reduction under an applicable Tax Convention) of the amount of each such dividend deemed to have been paid as described in (a) to a Dissenting Shareholder who is a non-resident of Canada; (d) the amount of any interest awarded by a court will be included in the income of a Dissenting Shareholder in accordance with paragraph 12(1)(c) and subsections 12(3) and (4); (e) DC will not be required to withhold any amount on account of tax under Part XIII on the payment by DC of any court-awarded interest to any Dissenting Shareholder provided the payee is a person with whom DC is dealing at arm's length at the time of payment; and (f) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of the deemed dividend described in (a) above from the proceeds of disposition of the DC Common Shares recognized by the Dissenting Shareholder as a result of such purchase of the DC Common Shares by DC, provided that the shares were held as capital property by the Dissenting Shareholder. ...

De plus, une convention entre actionnaires intervenue entre les membres de Famille le XXXXXXXXXX (ci-après " Convention ") prévoit, notamment, que: XXXXXXXXXX Du vivant de l'actionnaire majoritaire [Parent1] et sous réserve des Articles XXXXXXXXXX, les actionnaires minoritaires [les Enfants] et l'intervenante [Parent2] s'engagent à voter leurs actions et à se comporter de manière à ce qu'en tout temps l'actionnaire majoritaire [Parent1] ou toute autre personne désignée par lui par écrit soit nommé comme seul administrateur de la société. ... La Convention prévoit au sujet des PAV-Parent1, des PAV-SVR-Enfants et des PAV-VR-Enfants, notamment que: XX Les actionnaires minoritaires [les Enfants] s'engagent à ce que la société prenne et maintienne en vigueur les polices d'assurance sur la vie de chacun des actionnaires minoritaires [les Enfants] et sur la vie de l'actionnaire majoritaire [Parent1] décrites à l'Annexe 2.... ...

Income Tax Convention and is accordingly subject to a reduced U.S. withholding tax rate on interest received by the Fund from US Holdco. 13. ... Income Tax Convention will gradually phase out the U.S. withholding tax on interest payments between non-arm's length parties. ... Income Tax Convention is finalized. Due to the fact that Finance Trust will be a fixed investment trust for U.S. tax purposes, the interest payments will be treated for U.S. tax purposes as having been made directly to the unrelated unitholders of the Finance Trust. ...

Aucune convention ou résolution concernant la liquidation de OPCO ou la distribution de ses biens ne prévoira qu'il y aura annulation par OPCO de ses actions lors de la liquidation. 39. ... Aucune convention ou résolution concernant la liquidation de NOUCO 1 ou la distribution de ses biens ne prévoira qu'il y aura annulation par NOUCO 1 de ses actions lors de la liquidation. 43. ... Aucune convention ou résolution concernant la liquidation de NOUCO 2 ou la distribution de ses biens ne prévoira qu'il y aura annulation par NOUCO 2 de ses actions lors de la liquidation. ...

La journée suivant l’opération décrite au paragraphe 80 des Opérations projetées, en fin de journée, les actionnaires de CÉDANTE adopteront une résolution spéciale autorisant la liquidation et la dissolution de CÉDANTE et concluront une convention de liquidation. 82. Aux termes de la convention de liquidation, BILLET1, BILLET2 et BILLET3, soit les seuls éléments d’actif de CÉDANTE, seront distribués à CESSIONNAIRE1, CESSIONNAIRE2 et CESSIONNAIRE3 respectivement. ... Tout RTD et tout autre remboursement auquel CÉDANTE aurait droit en raison des Opérations projetées ou d’autres opérations, sera attribué en proportion de la valeur des actions du capital-actions de CÉDANTE détenues par chacune de CESSIONNAIRE1, CESSIONNAIRE2 et CESSIONNAIRE3, conformément à la convention de liquidation. ...

OPCO1-1 avait émis à Ind9 les XXXXXXXXXX actions ordinaires Classe "AAA" de son capital-actions en vertu d'une convention d'options d'achat d'actions qui n'est plus en vigueur aujourd'hui. 14- Dans le cadre du gel des actions du capital-actions d'OPCO1-1, le XXXXXXXXXX: PORTCO1 a échangé les XXXXXXXXXX actions ordinaires du capital-actions d'OPCO1-1 qu'elle possédait pour XXXXXXXXXX actions privilégiées Classe "E" du capital-actions d'OPCO1-1; Ind9 a échangé les actions ordinaires Classe "AAA" du capital-actions d'OPCO1-1 qu'il possédait pour XXXXXXXXXX actions privilégiées Classe "F" du capital-actions d'OPCO1-1; PORTCO1 a souscrit à XXXXXXXXXX actions ordinaires du capital-actions d'OPCO1-1; SocNum9 a souscrit à XXXXXXXXXX actions ordinaires du capital-actions d'OPCO1-1; Chacune des SocNum1-6 a souscrit à XXXXXXXXXX actions ordinaires du capital-actions d'OPCO1-1; et, SocNum7 a souscrit à XXXXXXXXXX actions ordinaires du capital-actions d'OPCO1-1. 15- Le même jour que le gel, OPCO1-1 a émis XXXXXXXXXX actions privilégiées Classe "G" de son capital-actions à chacun de Ind1, Ind2, Ind3, Ind4 et Ind5 ainsi que XXXXXXXXXX actions privilégiées Classe "G" de son capital-actions à Ind6 (pour un total de XXXXXXXXXX actions privilégiées Classe "G"), en vertu d'un régime d'intéressement pour ses cadres supérieurs. ... À cet égard, chacune de SocNum1, SocNum2, SocNum3, SocNum4, SocNum5, SocNum6, SocNum7 et SocNum9 fut jumelée à un employé-clé d'OPCO1-1 (respectivement, Ind1, Ind2, Ind3, Ind4, Ind5, Ind6, Ind7 et Ind9) et chaque groupe de SocNum/Ind est intervenu à une convention d'options d'achat d'actions (ci-après " C.O.A.A. ...