Search - consideration

Plan of Arrangement for Target Each Target Share held by a dissenting shareholder was deemed to be transferred to BidAmalco in consideration for a right to be paid fair value. ... Each Target Class A Share was transferred to BidAmalco for cash consideration. ... Buyer XX Holdco transferred the shares of Buyer XX Opco to Mergeco in consideration for common shares in the capital of Mergeco. ...

Subsequently, each brother disposed of all their shares of Holdco 1 or Holdco 2 to two new respective personal holding companies (Holdco 3 or Holdco 4) in consideration for Class A common shares (having a nominal ACB and PUC in light of a s. 85(1) election) and for Class E preferred shares (also with a nominal PUC, but with a high ACB pursuant to s. 85(1)(g).) ... Each brother then disposed of such common shares to a new respective holding company (Holdco 5 or Holdco 6) in consideration for Class B preferred shares of such new Holdco, and also in consideration for Class A commons shares. ... The Directorate stated: [P]aragraph 84.1(1)(a) would not apply to the disposition by each of Brother 1 and Brother 2 of the Class A shares … of Amalco 1 or Amalco 2 … to reduce the ACB in respect of the Class B preferred shares … of Holdco 5 and Holdco 6 received as consideration. … [F]or the purposes of paragraph 84.1(1)(a), the ACB to Brother 1 or Brother 2 … of the Class A shares of Amalco 1 or Amalco 2, as the case may be, would technically be deemed to be approximately $XXXXXXX. ...

B and Trust D&E will transfer their interests in various rental properties to Newco 3 under s. 85(1) for consideration including Class A common shares. ... A and Trust C will transfer their interests in rental properties to Newco 3 under s. 85(1) for consideration including Class A common shares. ... Trust C will transfer its Class A common shares of Newco 3 to Newco 1 under s. 85(1) in consideration for a non-interest-bearing demand promissory note equalling most of the Hard ACB of the transferred shares, and for Class C preferred shares of Newco 1 as to the balance. ...

Also at that time, the Series D and/or Series O Units held by Exchanging Unitholders in the Participating Public Fund will be cancelled for no consideration. ... Certain investors in the [Public Funds] will dispose of their Units in exchange for cash or in kind consideration. The Initial Unit (as reduced or subdivided as the case may be, so as to have the same per unit NAV as the newly issued units) for each of the New Funds will be redeemed for an amount equal to its subscription price, i.e. for nominal consideration. ...

Sub1 will transfer all of its XXXXXXXXXX Common Shares on a s. 85(1) rollover basis in consideration for special shares of Newco Sub. ... Parent will transfer cash, Sub1 debt and XXXXXXXXXX Common Shares to Newco Sub on a s. 85(1) rollover basis in consideration for Newco Sub common shares. ... Parent will transfer all of its Newco Sub common shares on a s. 85(1) rollover basis to Newco in consideration for special shares of Newco. ...

Preliminarily to a Plan of Arrangement: Aco will transfer the Bco Notes (having an adjusted cost base equal to their principal) to a newly-incorporated CBCA corporation (Newco1) in consideration for the issuance of Newco1 common shares Aco will transfer its Newco1 common shares to Bco in consideration for the issuance of a nominal number of Bco common shares the paid-up capital of the Newco1 common shares will be reduced Newco1 will be wound-up into Bco, with Bco making a s. 80.01(4) election a CBCA corporation (New Aco) will be incorporated Under the Plan of Arrangement: convertible debentures owing by Aco will be converted into Aco common shares Aco (and New Aco on its behalf) will deliver or issue cash, Aco senior notes, Aco debentures exchangeable into New Aco common shares and New Aco common shares in exchange for the debt (which is then cancelled) of existing debt holders of Aco – with Aco thereafter issuing first preferred shares and notes to New Aco in consideration for the issuance of the New Aco common shares to such debt holders the pre-Arrangement common and preferred shares of Aco will be purchased by Aco in consideration for the delivery of New Aco common shares and cashless warrants to acquire New Aco common shares Rulings: ss. 40(2)(e.1) and 53(1)(f.1) will apply to the dispositions of the Bco Notes to Newco1, so that their ACB is preserved the extinguishment of the Bco Notes on the winding-up of Bco will not give rise to a forgiven amount (per s. 80.01(4)) interest on the debt issued by Aco to the former debt holders will be deductible provided the interest on the former debt was deductible capital losses arising to Aco under s. 111(4)(d) on the acquisition of its control by New Aco [i.e., because its first preferred shares are voting?] ...

Proposed transactions The estate will transfer its Class C common shares of the Corporation to a newly-incorporated corporation ("Newco") in consideration for a promissory note ("PN") and for non-participating voting common shares of Newco, with a joint election being made under s. 85(1). The Trust will transfer its Class F and I preferred shares of the Corporation to Newco in consideration for a promissory note ("PN1") with a principal equal to the FMV of such shares. The four holding companies ("Holdcos") for the four children (and their spouses) will transfer their respective Class D common shares of the Corporation to Newco in consideration for Class B non-voting participating shares of the Corporation with par value, with a joint election being made under s. 85(1). ...

Proposed transactions Transactions proposed to occur on Day 1 of an internal reorganization stretching over seven days include the following: Corporation 15 will transfer its shares of Corporation 17 and some of its intercorporate shareholdings to a newly-incorporated subsidiary (Newco Corporation 15) for non-share consideration equal to the fair market value of the transferred assets and in consideration for common shares of Newco Corporation 15, with a joint s. 85(1) election being made. ... Newco Corporation 15 will transfer its shares of Corporation 17 (the “Transferred Shares”) to Holdco 3 for non-share consideration equal to the ACB of the Transferred Shares and for redeemable retractable preference shares of Holdco 3, with a joint s. 85(1) election being made. Holdco 3 will transfer the Transferred Shares to Corporation 20 for non-share consideration equal to their fair market value. ...

-dollar purchase price, of which a specified portion was paid in Corporation C shares (the parent of Corporation B) as stated consideration for a specific number of Corporation A shares determined in accordance with the sale Agreement, and the balance was paid in cash. ... In agreeing with the taxpayers that the s. 7(1.5) rollover was available (given that “for the purposes of paragraph 7(1.5)(b), the employees received "no consideration …other than securities" as consideration for the Corporation A shares exchanged, the Directorate stated: [T]he Agreement … is sufficiently explicit to conclude that each employee can clearly identify which shares were exchanged for cash and which were exchanged for shares of Corporation C. ... [T[he reduction in paid-up capital cannot be considered to be an amount received as consideration for the disposition of the Corporation A shares even though that transaction was part of the series of transactions involving the sale of those shares. ...

Proposed transactions Opco will transfer the Specified Properties on a s. 85 rollover basis to a newly-incorporated subsidiary (Subco) in consideration for Subco common shares. ... Opco will redeem all of the Opco Class A Special shares for their redemption amount and FMV in consideration for Opco’s issuance of the Opco Note to the Estate having a principal amount and FMV equal to the redemption amount and FMV of the redeemed shares, with Opco designating the resulting s. 84(3) dividend as an eligible dividend under s. 89(14), and carrying back its resulting capital loss under s. 164(6). The Estate will transfer its Opco Class B Special Shares (electing under s. 85(1)) to a newly-incorporated corporation formed by it (“Newco”) in consideration mostly for a note (the “Newco Note”), and also Newco Class A Preference Shares which are issued by Newco as the balance of the consideration. ...