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., a Subsidiary that exists under the BCA1 all the shares of which are owned by DC and which previously was named XXXXXXXXXX and which previously existed under the BCA2; "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 debt obligations owing by Bankco to DC before the transactions described in Paragraph 52(b) that were denominated in Canadian currency, bore interest at a reasonable market rate and, as at XXXXXXXXXX, had a principal amount in excess of XXXXXXXXXX; "Bankco External Debt" means the debt obligations 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 that was carried on by Partnership D (other than as a partner of Partnership E) before the cessation of Partnership D; "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 and other property owned by Partnership D before the cessation of Partnership D that related 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); "Canadian resource property" has the meaning assigned by subsection 66(15); "capital property" has the meaning assigned by section 54; "CDE" means Canadian development expense and has the meaning assigned by subsection 66.2(5); "CEE" means Canadian exploration expense and has the meaning assigned by subsection 66.1(6); "COGPE" means Canadian oil and gas property expense and has the meaning assigned by subsection 66.4(5); "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 XXXXXXXXXX; "CRA" means the Canada Revenue Agency; "cumulative CDE" means cumulative Canadian development expense and has the meaning assigned by subsection 66.2(5); "cumulative CEE" means cumulative Canadian exploration expense and has the meaning assigned by subsection 66.1(6); "cumulative COGPE" means cumulative Canadian oil and gas property expense and has the meaning assigned by subsection 66.4(5); "DC" means XXXXXXXXXX; "DC Common Shares" means the common shares of DC; "DC DSU" means a deferred share unit credited to the account of a holder by DC under a DC DSU Plan; "DC DSU Plans" means the deferred share unit plan for employees of and the deferred share unit plan for directors 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 SAR" means a stock appreciation right granted by DC under the DC SAR Plan; "DC SAR Plan" means the employee stock appreciation rights plan of DC; "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 Stock Option" means a stock option (including any tandem share appreciation right as described in Paragraph 52.2(d)) granted by DC under the DC Stock Option Plan or similar plan; "DC Stock Option Plan" means the current key employee stock option plan of DC; "DC-FA4 Note" means the promissory note owing by DC to FA4 before the transactions described in Paragraph 52(b) that was denominated in XXXXXXXXXX, bore 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; "Dissent Transactions" means the transactions in the Plan of Arrangement, other than the Arrangement Transactions, and which are described in Paragraphs 92 and 93; "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 and other property owned by Partnership D before the cessation of Partnership D that related to Division 1, but excludes XXXXXXXXXX; "Division 1" means the XXXXXXXXXX Division of DC Group that is the XXXXXXXXXX carried on in XXXXXXXXXX by Partnership D before the cessation of Partnership D as a separate division; "Division 2" means the XXXXXXXXXX Division 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 before the cessation of Partnership D; "Division 3" means the XXXXXXXXXX Division of the DC Group that is the XXXXXXXXXX currently carried on in the XXXXXXXXXX as a separate division; "Division 4" means the XXXXXXXXXX Division of the DC Group that is the XXXXXXXXXX currently carried on in XXXXXXXXXX as a separate division; "DSU Exchange" has the meaning assigned in Paragraph 90(c.2); "Effective Date" means the effective date of the Plan of Arrangement; "Effective Time" means XXXXXXXXXX on the Effective Date; "eligible capital property" has the meaning assigned by section 54; "eligible dividend" has the meaning assigned by subsection 89(1); "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 that is resident in the XXXXXXXXXX, all of the XXXXXXXXXX in which are owned by Partnership C; "FA2" is XXXXXXXXXX, a non-resident XXXXXXXXXX that is resident in the 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 the XXXXXXXXXX all the shares of which are owned by Partnership C; "FA4" is XXXXXXXXXX., a non-resident corporation that is resident in the 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, before the winding-up of Holdco, existed under the BCA2, XXXXXXXXXX % of the shares of which were owned by Partnership B (before the cessation of Partnership B) and XXXXXXXXXX % of the shares of which were owned by DC; "In the Money Amount" means, in relation to a particular stock option in respect of which the fair market value of the shares that are the subject of the option exceeds the exercise price of the option, the amount of such excess; "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(j); "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); "ITARS" means the Income Tax Application Rules, R.S.C. 1985 c. 2 (5th Supp.), as amended; "Lessor Partnership" means XXXXXXXXXX, a limited partnership in the DC Group that has entered into a lease with XXXXXXXXXX that is being constructed in XXXXXXXXXX; "limited partner" has the meaning assigned by subsection 66.8(3); "Listing Time" means the time, immediately after the completion of the Proposed Transactions described in Paragraph 90, when both the New DC Common Shares and the Spinco Common Shares are 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 " means property of Partnership D (before the cessation of Partnership D) that is used in Division 1, the cost of which, XXXXXXXXXX was deductible under XXXXXXXXXX and inventory of such partnership under 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); "New DC SAR" has the meaning assigned in Paragraph 90(g.2); "New DC Stock Options" has the meaning assigned in Paragraph 90(g.1); "non-resident" has the meaning assigned by subsection 248(1); "Operations" means all of the activities of the DC Group; "Option Exchange" has the meaning assigned in Paragraph 90(g.1); "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; "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, before the winding-up of Partnerco, existed under the BCA1 all the shares of which were owned by DC; and which previously was named XXXXXXXXXX. and which previously existed under the BCA2; "Partnership A" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco A as its partners before the cessation of Partnership A; "Partnership B" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco B as its partners before the cessation of Partnership B; "Partnership C" means XXXXXXXXXX, a general and Canadian partnership formed under the PA2 having DC and Subco B as its partners before the commencement of the Subject Transactions; "Partnership D" means XXXXXXXXXX, a general and Canadian partnership formed under the PA1 having DC and Subco D as its partners before the commencement of the Subject Transactions; "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 before the commencement of the Subject Transactions; "Partnership F" means XXXXXXXXXX, a general and Canadian partnership formed under the PA2 having DC and Subco B as its partners before the commencement of the Subject Transactions; "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 and consists of the Arrangement Transactions and the Dissent Transactions as described in Paragraphs 90 through and including 93; "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 66(15); "proceeds of disposition" has the meaning assigned by section 54; "Proposed Transactions" means those transactions and events described in Paragraphs 79 through and including 95; "public corporation" has the meaning assigned by subsection 89(1); "XXXXXXXXXX co" means XXXXXXXXXX which previously was named 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); "resource expenses" has the meaning assigned by subsection 66.7(10); "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; "SAR Exchange" has the meaning assigned in Paragraph 90(g.2); "XXXXXXXXXX " means XXXXXXXXXX that the DC Group has the ability to assign and that relates to Division 1 or to Division 2, the cost of which has been included as a XXXXXXXXXX that XXXXXXXXXX of a transferee thereof that is a XXXXXXXXXX for the purpose of XXXXXXXXXX in Canada; "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(k); "Spinco DSU" has the meaning assigned in Paragraph 52(n); "Spinco DSU Plans" has the meaning assigned in Paragraph 52(n); "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 SARs" has the meaning assigned in Paragraph 52(n); "Spinco SAR 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); "Spinco Stock Options" has the meaning assigned in Paragraph 52(n); "Spinco Stock Option Plan" has the meaning assigned in Paragraph 52(n); "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, before the winding-up of Subco A, existed under the BCA2 all the shares of which were owned by DC; "Subco B" means XXXXXXXXXX, a Subsidiary that, before the winding-up of Subco B, existed under the BCA2 all the shares of which were owned by DC; "Subco C" means XXXXXXXXXX; "Subco D" means XXXXXXXXXX., a Subsidiary that, before the winding-up of Subco D, existed under the BCA2 all the shares of which were owned by Holdco; "Subco E" means XXXXXXXXXX., a Subsidiary that exists under the BCA2 all the shares of which were owned by Partnership A before the cessation of Partnership A; "Subco F" means XXXXXXXXXX; "Subco G" means XXXXXXXXXX; "Subco H" means XXXXXXXXXX.; "Subco I" means XXXXXXXXXX.; "Subco I Holdco" means XXXXXXXXXX.; "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 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; "Subject Transactions" means those transactions and events described in Paragraphs 53 through and including 78; "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); "term preferred share" has the meaning assigned by subsection 248(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. ...

Treaty" means the Canada- United States Income Tax Convention (1980). ...

XXXXXXXXXX; "US Treaty" means the Canada – United States Tax Convention (1980), as amended by the Protocols thereto. ...

It is a resident of the United States under the Canada-United States Tax Convention (1980) (the "U.S. ...

"Treaty" means the Convention between Canada and Country 2 for the avoidance of double taxation and the prevention of fiscal evasion with respect to taxes on income, as amended. ...

With regard to the payment by DC in respect of existing DC Common Shares held by a Dissenting Shareholder as described in Paragraph 23: (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 of "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. ...

On the purchase by DC of DC Common Shares held by a Dissenting Shareholder as described in Paragraph 21: (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 person'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 XXXXXXXXXX % of the amount of any such dividend deemed to have been paid to a Dissenting Shareholder who is a non-resident person of Canada; and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of such deemed dividend from the proceeds of disposition of the DC Common Shares recognized by the Dissenting Shareholder as a result of the purchase of such shares by DC, provided that the shares were held as capital property by the Dissenting Shareholder. ...

On the purchase by DC of DC Common Shares held by a Dissenting Shareholder as described in Paragraph 22: (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 person'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 such dividend deemed to have been paid to a Dissenting Shareholder who is a non-resident person of Canada; and (c) paragraph (j) of the definition of "proceeds of disposition" in section 54 will apply to exclude the amount of such deemed dividend from the proceeds of disposition of the DC Common Shares recognized by the Dissenting Shareholder as a result of the purchase of such shares by DC, provided that the shares were held as capital property by the Dissenting Shareholder. ...

With regard to the payment by DC in respect of DC Common Shares held by a Dissenting Shareholder as described in Paragraph 22: (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(9) 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 of "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. ...

Y et GESTCO ont conclu une convention unanime entre actionnaires relativement à la participation de M. ...