Eldorado Nuclear Limited Reorganization and Divestiture Act — E-1.7 4
Divestiture 4 (1) On such terms and conditions as the Governor in Council may approve, Eldorado or a subsidiary of Eldorado may enter into any transaction providing for the sale, assignment and transfer of its assets, business, works and undertakings, including the shares of a subsidiary of Eldorado, to the new corporation or to a wholly-owned subsidiary of the new corporation for such consideration as the Governor in Council may approve, including securities of the new corporation and the assumption by the new corporation of any liabilities of Eldorado or a subsidiary of Eldorado. Authorized transactions (2) For the purposes of any transaction referred to in subsection (1), Eldorado or a subsidiary of Eldorado may (a) procure the incorporation of a corporation any shares of which, on incorporation, would be held by, on behalf of or in trust for Eldorado or a subsidiary of Eldorado; (b) acquire shares of a corporation that, on acquisition, would be held by, on behalf of or in trust for Eldorado or a subsidiary of Eldorado; (c) acquire all or any part of the assets of Eldorado or a subsidiary of Eldorado; (d) sell or otherwise dispose of any shares of a subsidiary of Eldorado or any assets of Eldorado or a subsidiary of Eldorado; (e) procure the dissolution or amalgamation of Eldorado or a subsidiary of Eldorado; (f) reorganize the capital structure of Eldorado or a subsidiary of Eldorado; or (g) enter into any agreement or arrangement necessary or incidental to any transaction referred to in paragraphs (a) to (f). Provisions not applicable (3) Subsections 101(1) to (3) and 108(2) of the Financial Administration Act do not apply in respect of any transaction referred to in subsection (1) or (2). Vesting of assets and liabilities in Eldorado (4) For the purpose of effecting any transaction referred to in subsection (1) or (2), (a) all property, rights and interests of Her Majesty held on the coming into force of this subsection by Eldorado or by a subsidiary of Eldorado that is an agent corporation, and (b) all obligations and liabilities of Her Majesty incurred by Eldorado, or by a subsidiary of Eldorado that is an agent corporation, and existing on the coming into force of this subsection are hereby vested in Eldorado or the subsidiary, as the case may be. Cost of property (5) For the purposes of the Income Tax Act , the Income Tax Application Rules, 1971 and the Income Tax Regulations , (a) the property vested in Eldorado, or a subsidiary of Eldorado that is an agent corporation, by subsection (4) is deemed to have been (i) acquired by Eldorado or the subsidiary, as the case may be, at the same time as it was acquired by Her Majesty and under the same circumstances, and (ii) owned by Eldorado or the subsidiary, as the case may be, throughout the period during which the property was property of Her Majesty held by Eldorado or the subsidiary; (b) the cost to Eldorado or the subsidiary of that property, other than any such property that is depreciable property, immediately after the vesting thereof in Eldorado or the subsidiary, is deemed to be the cost amount thereof to Her Majesty immediately prior to the vesting; (c) the capital cost to Eldorado or the subsidiary of any such property that is depreciable property is deemed to be the amount that was the capital cost thereof to Her Majesty; (d) the amount, if any, by which the capital cost to Her Majesty of any property referred to in paragraph (c) exceeds the cost amount to Her Majesty of the property immediately before its vesting in Eldorado or the subsidiary is, for the purposes of sections 13 and 20 of the Income Tax Act and any regulations made under paragraph 20(1)(a) of that Act, deemed to have been allowed to Eldorado or the subsidiary, as the case may be, in respect of the property under those regulations in computing the income of Eldorado or the subsidiary for taxation years ending before the time of its vesting in Eldorado or the subsidiary; (e) the income of or los