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Forco does not reside in Canada for purposes of the Act and resides in Country 5 for purposes of the application of the XXXXXXXXXX Income Tax Convention. ...

With regard to the purchase by DC of existing DC SV Shares from a dissenting holder as described in Paragraph 65 and subject to the application of subsection 55(2): (a) DC will be deemed by paragraph 84(3)(a) to have paid, and each 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 a dissenting holder (exclusive of any interest awarded by a court) in respect of the purchase for cancellation of such dissenting holder’s DC SV Shares exceeds the amount of PUC attributable to such shares immediately before the purchase for cancellation; (b) the amount of any such dividend will be included in computing such dissenting holder’s income under subsection 82(1) and paragraph 12(1)(j); and (c) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require DC to withhold and remit XXXXXXXXXX% 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. ...

With regard to the payment by DC in respect of DC Common Shares held by a Dissenting Shareholder as described in Paragraph 56: (a) subject to the application of subsection 55(2), the Dissenting Shareholder will be deemed by paragraph 84(3)(b) to have received a dividend equal to the amount by which any payment from DC to the Dissenting Shareholder in respect of the purchase of such Dissenting Shareholder's DC Common Shares exceeds the paid-up capital of such shares immediately prior to their purchase; (b) subsections 212(2) and 215(1) will apply (subject to the provisions of any applicable income tax convention) to require DC to withhold and remit 25% of the amount of any dividend deemed to have been paid as described in (a) to a Dissenting Shareholder who is a non-resident of Canada; and (c) paragraph (j) of the definition "proceeds of disposition" in section 54 will apply to exclude the amount of the deemed dividend described in (a) 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. ...

Il n'existe aucune convention entre actionnaires régissant les droits des actionnaires de PORTCO. ...

., a corporation incorporated under Act 2 and a TCC; “Sub 14” means XXXXXXXXXX, a corporation incorporated under Act 2 and a TCC; “Sub 15” means XXXXXXXXXX, a XXXXXXXXXX company formed in XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Sub 16” means XXXXXXXXXX, a XXXXXXXXXX company formed under the XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Sub 17” means XXXXXXXXXX, a XXXXXXXXXX company formed under the XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Sub 18” means XXXXXXXXXX, a XXXXXXXXXX company formed under the XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Sub 19” means XXXXXXXXXX, a XXXXXXXXXX company formed under the XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Sub 20” means XXXXXXXXXX, LLC, a XXXXXXXXXX company formed under the XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Sub 21” means XXXXXXXXXX, a corporation incorporated under Act 1 and a TCC; “Sub 22” means XXXXXXXXXX formed under the XXXXXXXXXX and a non-resident of Canada for purposes of the Act; “Tax Treaty” means the Convention Between Canada and XXXXXXXXXX, as amended; “taxable Canadian corporation” or “TCC” means “taxable Canadian corporation” as defined in subsection 89(1); “taxable Canadian property” has the meaning assigned by subsection 248(1); “taxation year” has the meaning assigned by subsection 249(1); XXXXXXXXXX means XXXXXXXXXX; “transferee corporation” has the meaning assigned in the definition of “distribution” in subsection 55(1); XXXXXXXXXX; and “XXXXXXXXXX Business” means the Group’s XXXXXXXXXX business in XXXXXXXXXX. ...