Search - consideration

In your letter please provide details of the payment, outline the reasons for the late payment and request consideration for cancellation under the fairness provisions. ... We will use this in our consideration of waiving the late penalty and interest under the fairness provisions. ... We will use this to in our consideration of waiving the late penalty and interest under the fairness provisions. ...

We are also of the view that the nature of the specific life insurance policies presently used in split dollar arrangements, which we understand can include universal life insurance policies, need to be taken into consideration in this matter. ... Will such a condition, in and of itself, be viewed as "consideration" and, hence, disqualify the transfer as a gift? Department's Position The Department would not, generally, consider that such a condition would constitute "valuable consideration" received by the donor so as to disqualify the transfer as a "gift". ...

Our understanding of the facts, proposed transactions and purpose of the proposed transactions is as follows: To the best of your knowledge and that of XXXXXXXXXX, none of the issues in respect of which rulings are herein requested is currently under consideration by a district office or taxation centre in connection with a tax return or notice of objection already filed. ... There will be a specific covenant that XXXXXXXXXX may not, and may not permit certain subsidiaries to, dispose of certain assets in one or more related transactions in which the aggregate consideration exceeds XXXXXXXXXX, unless XXXXXXXXXX or such subsidiaries, as the case may be: (a) receive consideration for such disposition at least equal to fair market value as determined by the board of directors in good faith; (b) at least XXXXXXXXXX of the consideration for such disposition consists of cash or cash equivalents or the assumption of certain debt relating to such assets; and (c) all net available proceeds in excess of XXXXXXXXXX, less any amounts invested within twelve months in assets related to XXXXXXXXXX business, are applied within such twelve months: (i) first to the repayment or reduction of certain debt; (ii) to the extent of the remaining net available proceeds, to make an Offer to Purchase outstanding 1997 Notes at a purchase price equal to the stated principal amount of the 1997 Notes plus any accrued interest to the date of purchase, provided that, in respect of the Senior Discount Notes, if the date of purchase is before the Fifth Anniversary, the purchase price shall be equal to the Accreted Value (as defined below) of the Senior Discount Notes; (iii) to the extent of any remaining net available proceeds following the completion of the Offer to Purchase, to the repayment of other debt of XXXXXXXXXX or its subsidiaries; and (iv) to the extent of any remaining net available proceeds to any other uses as determined by XXXXXXXXXX which is not otherwise prohibited by the 1997 Indenture. ... Our rulings are based on the Act in its present form and do not take into consideration any proposed amendments to the Act. ...

For the purpose of the Change in Control Covenant, a Change in Control of CCo will be deemed to have occurred at such time as: i) Any person (including any group deemed to be a "person" under section 13(d)(3) of the United States Securities Exchange Act of 1934, as amended, other than CCo, any subsidiary of CCo or any employee benefit plan of CCo or any person or entity organized, appointed or established by CCo for or pursuant to the terms of any such plan) is or becomes the beneficial owner, directly or indirectly, of shares of capital stock of CCo entitling such person to exercise more than 50% of the total voting power of all shares of capital stock of CCo entitled to vote generally in the election of directors; or ii) There occurs (a) any consolidation of CCo with, or merger of CCo into, any other person; (b) any merger of another person into CCo, or (c) any sale or transfer of all or substantially all of the assets of CCo to another person (other than a merger which does not result in any change, reclassification, conversion, exchange or cancellation of outstanding shares of common stock of CCo); provided, however, that a Change in Control shall not be deemed to have occurred if at least 80% of the value of the consideration paid to holders of common stock of CCo who fail to exercise any rights of election as to the kind and amount of consideration payable in connection with such transaction or transactions consists of shares of common stock traded on a national securities exchange or quoted on the XXXXXXXXXX and as a result of such transaction or transactions, the debt obligations under the Units become convertible into such consideration. ... As sole consideration for CCo Stock to be acquired on the exercise of the Exchange Right, the Holder will be required to surrender the Unit to CCo. ... Our rulings are based on the Act in its present form and do not take into consideration any proposed amendments to the Act. ...

The authorized share capital of both Newco A and Newco B will include voting common shares and at least one class of redeemable, retractable, non-cumulative, non-voting preferred shares ("Newco A Preferred Shares" and "Newco B Preferred Shares"), the redemption amount of which will be equal to the fair market value of the property received as consideration therefore, net of any liabilities assumed. ... B, each for nominal consideration. 9. Mrs. A will transfer her common shares of Farms, which amount to a XXXXXXXXXX% interest in Farms, to Newco A in exchange for additional common shares of Newco A with a fair market value equivalent to the fair market value of the transferred shares of Farms. ... In each case, the agreed amount will not exceed the fair market value of the respective property, nor will it be less than the amount of any liabilities assumed by Newco A or Newco B, as the case may be, as consideration for the transfer of such property. ...

Before XXXXXXXXXX, Pubco acquired from Holdco 1 all of the Opco shares (being XXXXXXXXXX% of Opco's shares) which were owned by Holdco 1, in consideration for XXXXXXXXXX Before XXXXXXXXXX, Pubco acquired from Holdco 2, in the course of the liquidation and dissolution of Holdco 2, all of the Opco shares (being XXXXXXXXXX% of Opco's shares) which were owned by Holdco 2. ... Before XXXXXXXXXX, Pubco will dispose of the entirety of its beneficial interest in the remaining XXXXXXXXXX% of the Opco shares (the "Settled Property") in favour of and for the sole benefit of FA1 in consideration for fully paid non-assessable FA1 shares (the "Disposition"). ... Pubco will have no authority to enter into any transactions or do any acts in the administration or the investment and management or the disposition of the Trust Property other than in accordance with any specific instructions from FA1, including any instructions to dispose of the whole or any part of the Trust Property in any manner and to any person (other than a distribution to FA1), or to a trust of which FA1 is one of the beneficiaries, for such consideration or for no consideration, and on such terms and conditions as FA1 determines. ...

As consideration for the Common Shares so issued, each of Shareholder 1, Shareholder 2 and Employerco will pay an equal nominal amount to Xco. ... The sole consideration to be paid by Employerco for the Preferred Shares issued by Xco will be cash. ... As consideration for such purchase, Xco will issue a non-interest bearing demand promissory note to Employerco (the "Employerco Note") with a principal amount and fair market value equal to the aggregate fair market value of the Preferred Shares so redeemed. 16. ...

None of the Class A Preferred Shares of Transferee will be issued for consideration that includes a taxable preferred share. 10. ... As consideration for the transfers of property described above in paragraph 12, Transferee will issue to DC a number of its Class A Preferred Shares having an aggregate FMV and redemption amount equal to the aggregate FMV of the property transferred to Transferee. ... All of the common shares of DC held by Transferee will be purchased for cancellation for FMV consideration. ...

ForeignCo received XXXXXXXXXX% of the shares in the capital stock of OpCo in consideration for $XXXXXXXXXX in cash. 9. ... ParentCo will transfer its common and redeemable preference shares of OpCo to SubCo in consideration for the issuance of additional shares in the capital stock of SubCo. 26. ... The common shares, redeemable preference shares and XXXXXXXXXX shares in OpCo held by ForeignCo will be transferred to OpCo in consideration for the issuance by OpCo of the OpCo Note. ...

As consideration for the transfer, Newco will issue to XCo XXXXXXXXXX Newco Common Shares. ... As consideration for the transfer, Newco will issue, to XCo XXXXXXXXXX, Newco Preferred Shares with an aggregate redemption and retraction amount equal to the aggregate fair market value of the Transferred Shares. ... As consideration for the transfer, XCo will receive additional common shares of XCo XXXXXXXXXX. 26. ...