Search - consideration

For the purposes of the Act, the increase to the PUC of the TC Class A Shares that are issued as consideration for the XXXXXXXXXX DC Common Shares transferred to TC1, will be $XXXXXXXXXX. 8. ... For the purposes of the Act, the increase to the PUC of the TC Class A Shares that are issued as consideration for the XXXXXXXXXX DC Common Shares transferred to TC2, will be $XXXXXXXXXX. 9. ... For the purposes of the Act, the increase to the PUC of the TC Class A Shares that are issued as consideration for the XXXXXXXXXX DC Common Shares transferred to TC3, will be $XXXXXXXXXX. 10. ...

As a result, Parent issued approximately XXXXXXXXXX common shares having a fair market value of approximately $XXXXXXXXXX and paid total cash consideration of approximately $XXXXXXXXXX with each of the Subsidiary's registered shareholders being paid the relevant cash consideration amount with any fraction of a penny due being rounded up to the next whole cent. 9. ... Parent's cost of the Subsidiary shares acquired in the Arrangement: (a) in respect of which valid elections under section 85 of the Act are filed on a timely basis will be equal to the amount determined under subsection 85(1); and (b) in respect of which no elections under section 85 of the Act are filed will equal the amount added to the stated capital of the common shares of the Parent in respect of the issuance of such shares as consideration for the particular Subsidiary shares plus the amount of the cash consideration paid for the particular Subsidiary shares. ... OPINIONS Provided that proposed subsection 143.3(3) is enacted in substantially the same form as contained in Bill C-33, which received second reading in the House of Commons on May 14, 2007, for the purposes of Ruling A(b) above the Parent's cost of the Subsidiary shares acquired in the Arrangement will be reduced by the amount, if any, by which the fair market value of the Parent's common shares issued as consideration for the particular Subsidiary shares exceeded the aggregate of the amount of the cash consideration paid by the Parent for the particular Subsidiary shares and the fair market value of the particular Subsidiary shares at the time they were acquired by the Parent. ...

The common shares were issued for a consideration of $XXXXXXXXXX per share for a total consideration of $XXXXXXXXXX. 4. ... Newco will issue XXXXXXXXXX common shares of its capital stock to Amalco and XXXXXXXXXX Class A shares to Z for nominal consideration. 15. ... Z will sell all of the Class A shares of Lossco owned by Z to Opco for cash consideration equal to the PUC of the Class A shares. 28. ...

In this case, the Cash Consideration payable by US Pubco to Parent will be reduced by the amount of the Parent Subordinated Senior Notes assumed by US Pubco including any accrued interest. ... Parent will sell to US Pubco all of its units of US LLC in exchange for the Cash Consideration and XXXXXXXXXX common shares of US Pubco. ... In this case, the Cash Consideration payable by US Pubco to Parent will be reduced by the principal amount of the Parent Subordinated Senior Notes plus any accrued interest. ...

XXXXXXXXXX will each subscribe for 50% of the common shares of Newco with consideration equal to the nominal fair market value of those shares. 13. ... As sole consideration, XXXXXXXXXX will issue to each of XXXXXXXXXX Class B common shares and XXXXXXXXXX Class C preferred shares. ... In consideration Newco will issue to XXXXXXXXXX in full settlement a note in the amount of $XXXXXXXXXX with the same terms as the note issued by XXXXXXXXXX. 24. ...

Our understanding of the relevant definitions, the facts, proposed transactions and their purposes is as follows: DEFINITIONS a) "ACO" means XXXXXXXXXX, b) "ACO Members" means the members of ACO, c) "BCO" means XXXXXXXXXX, d) "BCO Members" means the members of BCO located in XXXXXXXXXX, e) "CCO" means XXXXXXXXXX, f) "CCRA" means Canada Customs and Revenue Agency, g) "Consideration Share Recourse Amount" means an amount equal to $XXXXXXXXXX less the aggregate value of any Consideration Shares to which recourse has been made by ACO, h) "Consideration Shares" means the XXXXXXXXXX Class XXXXXXXXXX Investment Shares of ACO that were issued to BCO as partial consideration for the Purchased Assets, i) "DCO" means XXXXXXXXXX, j) "Dealers" means the XXXXXXXXXX, k) "ECO" means XXXXXXXXXX, l) "XXXXXXXXXX Membership Agreement" means the agreement described in 13 below, m) "Inter-Creditor Agreement" means the agreement described in 20 below, n) "Master Agreement" means the proposed agreement described in 18 below, o) "Member Patronage Share Recourse Amount" means the aggregate value of the Class XXXXXXXXXX Investment Shares which have been issued by ACO in connection with the payment of patronage dividends to BCO in respect of purchases made by BCO Members as BCO's agents from ACO, less any Class XXXXXXXXXX Investment Shares which have previously been redeemed by ACO, and p) "Products" means consumer products. ... More specifically, the terms and limitations with respect to ACO's right of recourse are as follows: a) during the period up to XXXXXXXXXX and in respect of any uncollectible amounts due by a BCO Member or certain Dealers, to the aggregate of the Consideration Share Recourse Amount and the Member Patronage Share Recourse Amount, each as calculated from time to time; provided however, that the recourse rights of ACO in respect of a BCO Member will be limited to the amount specified in Schedule XXXXXXXXXX to the asset purchase agreement in respect of the BCO Member. Provided further that during this period, the recourse will be made first to the Consideration Shares (up to the amount of the Consideration Share Recourse Amount) and then to any Class XXXXXXXXXX Investment Shares of ACO which are held by BCO and which were issued to BCO in satisfaction of a patronage dividend payable by ACO to BCO (up to the amount of the Member Patronage Share Recourse Amount); and b) during the period subsequent to XXXXXXXXXX, and in respect of any uncollectible amounts due by a BCO Member, to the number of Class XXXXXXXXXX Investment Shares of ACO held by BCO multiplied by a number equal to (i) the aggregate value of the Class XXXXXXXXXX Investment Shares that would have been issued by ACO to the BCO Member in satisfaction of patronage dividends payable by ACO had the BCO Member been an ACO Member; divided by (ii) the aggregate value of the Class XXXXXXXXXX Investment Shares that would have been issued by ACO to all BCO Members in satisfaction of patronage dividends payable by ACO had the BCO Members been ACO Members. 20) ACO and BCO will enter into an agreement (the "Inter-Creditor Agreement") which will clarify and set out the manner in which the realization on the security interests given by certain BCO Members who are parties to the Master Agreement to BCO and to ACO will be shared as between them. ...

A company can issue its own shares as "consideration for the acquisition of property", as Lord Greene M.R. said. ... When the directors of a CBCA corporation determine the consideration for the issue of the shares as consideration for property, it is no different from directors of a corporation deciding to issue a certain number of par value shares as consideration for property. ... Rather than consideration being referable to the product of the par value of the share times the number of shares issued, the consideration is referable to the stated capital of the shares being issued as determined by the directors. ...

The redemption value of the Class F shares will be determined at the time the shares are issued and defined as being an amount equal to the FMV of the consideration received by Newco for the issuance of such shares. 15. ... Pursuant to a director's resolution, Newco will redeem its Class F preferred shares owned by DCo and will issue in consideration therefor to DCo a demand non-interest-bearing promissory note (the "Newco Note") acknowledging an indebtedness equal to the aggregate redemption amount of the Class F preferred shares, as described in paragraph 23. ... Concurrent with the transaction described in paragraph 26, DCo will purchase for cancellation the Class A, Class B, and Class C common shares owned by Newco and in consideration therefor will issue to Newco a demand non-interest-bearing promissory note (the "DCo Note") acknowledging an indebtedness equal to the aggregate FMV of such Class A, Class B, and Class C common shares purchased for cancellation. ...

As consideration, DC received XXXXXXXXXX preferred shares of Xco, a company controlled by Mr. ... Sib1 will subscribe for XXXXXXXXXX common shares of Holdco1 on incorporation for the aggregate consideration of $XXXXXXXXXX. Sib2 will subscribe for XXXXXXXXXX common shares of Holdco2 on incorporation for the aggregate consideration of $XXXXXXXXXX. ...

Neither are unit trusts and no one acquired an interest in either for consideration, taking 108(7) into consideration. 8. ... The consideration payable for the interest will be satisfied by the assumption of the mortgage in the approximate amount of $XXXXXXXXXX and the balance of $XXXXXXXXXX will be paid in cash or a combination of cash, Units or the transfer of a convertible debenture. ... The Trust, as partial consideration for the acquisition of these particular Co-Owned Properties, will assume 100% of such indebtedness, which amount does not exceed the fair market value of the undivided interest being acquired by the Trust. ...