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On the incorporation of Bare Trusteeco, each of the Holdcos will subscribe for common shares in Bare Trusteeco in the same proportion that it holds DC Class A Shares, for nominal consideration. ... As sole consideration, Subco will issue to DC a number of Subco Common Shares having an aggregate FMV at that time equal to the aggregate FMV of the DC Sub Special Shares that DC transferred to Subco. ... As consideration for the transfer of the DC Spin-Off Property, TC will issue TC Special Shares having a FMV, redemption and retraction amount equal to the FMV of the DC Spin-Off Property so transferred to TC. ...

DC will transfer registered title to Real Property 1 to Titleco 1 in exchange for nominal cash consideration. ... DC will transfer registered title to Real Property 2 to Titleco 2 in exchange for nominal cash consideration. ... As consideration for the transfer, Daughter Holdco will issue XXXXXXXXXX Daughter Holdco Common Shares. ...

As the sole consideration, Newco will issue XXXXXXXXXX common shares from treasury to Pubco. ... (b) As the sole consideration, HoldcoC and HoldcoD will each issue XXXXXXXXXX of their common shares from treasury to Pubco, Bco and Newco, respectively. ... As consideration for the property so transferred, HoldcoC will issue to Opco XXXXXXXXXX HoldcoC Preferred Shares having a redemption price and FMV equal to the FMV of the Cco shares so transferred. ...

On XXXXXXXXXX, Pubco and AcquisitionCo made an offer (i.e. the Offer) to purchase all of the issued and outstanding Target Shares (including any shares which may have become outstanding as a result of XXXXXXXXXX prior to the Take-Up Date) in exchange for consideration consisting of XXXXXXXXXX on the basis outlined in an information circular which was provided to holders of Target Shares. 10. ... In connection with the Offer, the following transactions took place on or after the Take-Up Date: (a) on XXXXXXXXXX, Pubco and AcquisitionCo acquired, in aggregate, XXXXXXXXXX (AcquisitionCo acquired the majority of the voting shares of Target in this step); (b) as consideration for the transfers of shares described in (a), tendering shareholders received XXXXXXXXXX (where Target Shares were acquired by AcquisitionCo for consideration including XXXXXXXXXX, such shares were issued by Pubco to the tendering shareholder in exchange for AcquisitionCo issuing shares to Pubco); (c) effective XXXXXXXXXX, Target Employee Stock Options which were not exercised prior to the Take-Up Date, XXXXXXXXXX, were exchanged for options to acquire Pubco XXXXXXXXXX Shares (i.e. ...

Judge Thurlow, speaking for the majority of the court, found that the annual payments were not bonuses in the sense used in clause (iii) of paragraph 11(1)(cb) but were simply a part of the consideration for a commitment to lend money on certain terms when and if called upon to do so. ... The CRA position is to treat a "hedge cost" or "hedge premium" as inherent in the determination of any gain or loss on the derivative contract, which gain or loss can only be determined at the time of contract fulfillment, and is equal to the difference between the payment made under the contract and the Canadian-dollar value of the consideration received therefor, where such consideration is translated to Canadian dollars at the spot rate in effect on the date of delivery. ...

Subparagraphs 212(1)(d)(i) and (iii) of the Act read as follows: 212(1) Every non-resident person shall pay an income tax of 25% on every amount that a person resident in Canada pays or credits, or is deemed by Part I to pay or credit, to the non-resident person as, on account or in lieu of payment of, or in satisfaction of, … (d) …, any payment (i) for the use of or for the right to use in Canada any property, invention, trade-name, patent, trade-mark, design or model, plan, secret formula, process or other thing, whatever, … (iii) for services of an industrial, commercial or scientific character performed by a non-resident person where the total amount payable as consideration for those services is dependent in whole or in part on (A) the use to be made of, or the benefit to be derived from, those services, (B) production or sales of goods or services, or (C) profits, but not including a payment made for services performed in connection with the sale of property or the negotiation of a contract, Given our understanding that the ads would be uploaded to the Website by the US Employees who would also be carrying out all other management and maintenance functions in respect of the Website, in our view, the Advertisers would be paying for services provided by US Publisher such that the Fee would not be considered as the payment for the use of or the right to use in Canada any property. ... The next issue is whether the “total amount payable as consideration for those services is dependent in whole or in part on” any of the criteria listed in clauses 212(1)(d)(iii)(A) to (C) of Act. ... Paragraph 4 of Article XII of the Treaty defines royalties for the purposes of Article XII quite broadly as follows: The term "royalties" as used in this Article means payments of any kind received as a consideration for the use of, or the right to use, any copyright of literary, artistic, or scientific work (including motion pictures and works on film, video tape or means of reproduction for use in connection with television) any patent, trade mark, design or model, plan, secret formula or process, or for the use of, or the right to use, tangible personal property or for information concerning industrial, commercial or scientific experience, and notwithstanding the provisions of Article XIII (Gains), including gains from the alienation of any intangible property or rights described in this paragraph to the extent that such gains are contingent on the productivity, use or subsequent disposition of such rights. ...

"Dissent Rights" means the rights granted to shareholders of Targetco to require that Acquireco purchase their Class C XXXXXXXXXX shares at their FMV for cash consideration as determined under the Agreement. ... Provided that a Member who, immediately before the Share for Share Exchange described in Paragraph 11, holds Class A XXXXXXXXXX Shares, class C XXXXXXXXXX Shares or shares of both classes in Targetco at that time: (a) holds such shares as capital property at that time; (b) deals at Arm's Length with Acquireco at that time; (c) does not file an election under subsection 85(1) or (2) with respect to exchange of such shares as part of the Share for Share Exchange; (d) does not receive on the Share for Share Exchange consideration for the Class A XXXXXXXXXX shares other than Class A XXXXXXXXXX Shares in Acquireco; (e) does not receive on the Share for Shares Exchange consideration for the Class C XXXXXXXXXX Shares other than Class B XXXXXXXXXX Shares in Acquireco; (f) does not include any portion of the gain or loss in respect of the exchange of the Class A XXXXXXXXXX Shares and the Class C XXXXXXXXXX Shares otherwise determined in computing his or her income for the year of the Share for Share Exchange; (g) is not a person described in subparagraph 85.1(2)(e)(i) who has included any portion of the gain or loss from the disposition of the Class A XXXXXXXXXX Shares and class C XXXXXXXXXX Shares in computing its FAPI for the taxation year that includes the Share for Share Exchange; and further provided that immediately after the Share for Share Exchange such a Member or persons with whom the Member does not deal at Arm's Length, or such a Member together with any other person or persons with whom such a Member does not deal at Arm's Length will not control Acquireco or beneficially own shares of Acquireco having an aggregate FMV representing more than 50% of the aggregate FMV of all the outstanding shares in Acquireco; then, pursuant to paragraph 85.1(1)(a): (h) such Member will be deemed to have disposed of the Class A XXXXXXXXXX Shares in Targetco for proceeds of disposition equal to the aggregate ACB of such Class A XXXXXXXXXX Shares in Targetco to the Member immediately before the Share for Share Exchange; (i) such Member will be deemed to have disposed of the Class C XXXXXXXXXX Shares in Targetco for proceeds of disposition equal to the aggregate ACB of such Class C XXXXXXXXXX Shares in Targetco to the Member immediately before the Share for Share Exchange; and (j) such Member will be deemed to have acquired the Class A XXXXXXXXXX Shares in Acquireco that he or she will receive in exchange for his or her Class A XXXXXXXXXX Shares in Targetco at an aggregate cost equal to the aggregate ACB of his or her Class A XXXXXXXXXX Shares in Targetco immediately before the Share for Share Exchange; (k) such Member will be deemed to have acquired the Class B XXXXXXXXXX Shares in Acquireco that he or she will receive in exchange for his or her Class C XXXXXXXXXX Shares in Targetco at an aggregate cost equal to the aggregate ACB of his or her Class C XXXXXXXXXX Shares in Targetco immediately before the Share for Share Exchange; and, pursuant to paragraph 85.1(1)(b): (l) the cost to Acquireco of each of the Class A XXXXXXXXXX Shares and Class C XXXXXXXXXX Shares in Targetco share that it acquires from each such Member on the Share for Share Exchange will be deemed to be the lesser of the FMV and the PUC of such shares immediately before the Share for Share Exchange. ...

Parent carries one vote per share but is not entitled to receive dividends or distributions or to receive any consideration in the event of a liquidation, dissolution or wind-up. 3. ... The terms and conditions of Holdco's exchangeable shares are subject to the overriding right of ULC to purchase the exchangeable shares for consideration equal to one share of U.S. ... As consideration for the acquisition, Holdco: a. issued exchangeable shares to the Canadian shareholders of Investco and provided them with shares of U.S. ...

Approximately XXXXXXXXXX months after the exchange described in paragraph 13 above, Canco3 will sell to New ULC the Notes B and the Canco1 Note B in consideration for a demand non-interest bearing note payable by New ULC (the "Note C") with a principal amount equal to the FMV of the Notes B and the Canco1 Note B (i.e. approximately CAN$XXXXXXXXXX). ... Because of commercial and legal considerations XXXXXXXXXX, the combination of Canco1 and Canco3 by way of amalgamation or wind-up is not a viable alternative to eliminate the Notes A and the Canco1 Debt. ... Nothing in this letter should be construed as a confirmation, express or implied, that, for the purpose of any of the rulings given above, any adjustment to the FMV of the properties transferred or the redemption amount of the shares issued as consideration, whether pursuant to a price adjustment clause or otherwise, will be effective retroactively to the time of the transfer and issuance of shares. ...

If the vote does not confirm that at least ninety percent of the eligible voters want to relocate, the Government's consideration of the relocation request will stop. 5. ... To help Permanent Residential Property Owners and Commercial Property Owners make informed legal decisions, the Department will pay legal fees related to consideration of the Department's written offer detailing relocation assistance and transfer of legal title to their property to the Crown if the owner uses the legal firm selected by the Department. ... To the extent that the amount of the legal fees was not taken into consideration in the calculation of the taxpayer's income from business or property, paragraph 12(1)(x) will likely apply to include the amount received in the year as income from business or property. ...