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DC-Amalco will purchase for cancellation all the shares in its capital that are owned by TC1, TC2, TC3 and TC4 and, in consideration therefor, DC-Amalco will issue to TC1, TC2, TC3 and TC4 a demand, non-interest bearing, Canadian dollar denominated, promissory note having a principal amount and FMV equal to the aggregate FMV of DC-Amalco shares so repurchased (respectively the “DC-TC1 Note”, the “DC-TC2 Note”, the “DC-TC3 Note” and the “DC-TC4 Note”). 72. ... Subject to the application of subsection 69(11) and paragraph 85(1)(b), and provided that the appropriate elections are filed in the prescribed form and manner within the time limits specified in subsection 85(6), and that each particular property so transferred is an Eligible property in respect of which shares have been issued as full or partial consideration therefor, the provisions of subsection 85(1) will apply to the transfers described in Paragraphs 56, 58 and 64 such that the agreed amount in respect of each transfer of Eligible property will be deemed to be the transferor’s proceeds of disposition and the transferee’s cost thereof pursuant to paragraph 85(1)(a). ... 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. ...

That consideration was prompted by difficulties in making efficient decisions with respect to XXXXXXXXXX of ACo where BCo and CCo disagreed as to XXXXXXXXXX. ... SubCo will purchase for cancellation the SubCo Common Shares held by ACo in consideration for the issuance of the SubCo Cancellation Note by SubCo to ACo. 28. ... ACo will purchase for cancellation the ACo Class A Common Shares held by CCo in consideration for the issuance by ACo to CCo of the ACo Cancellation Note. 31. ...

However, except for one exception, no consideration was given to providing benefits in respect of remuneration not earned during these periods. ... An amount received by one person from another (a)     during a period while the payee was an officer of, or in the employment of, the payer, or (b)     on account or in lieu of payment of, or in satisfaction of, an obligation arising out of an agreement made by the payer with the payee immediately prior to, during or immediately after a period that the payee was an officer of, or in the employment of, the payer, shall be deemed, for the purposes of section 5, to be remuneration for the payee's services rendered as an officer or during the period of employment, unless it is established that, irrespective of when the agreement, if any, under which the amount was received was made or the form or legal effect thereof, it cannot reasonably be regarded as having been received (c)     as consideration or partial consideration for accepting the office or entering into the contract of employment, (d)     as remuneration or partial remuneration for services as an officer or under the contract of employment, or (e)     in consideration or partial consideration for a covenant with reference to what the officer or employee is, or is not, to do before or after the termination of the employment. ... REGULATIONS 100(1) "remuneration" includes any payment that is (a)     in respect of (i)     salary or wages, or (ii)     commissions or other similar amounts fixed by reference to the volume of the sales made or the contracts negotiated (referred to as "commissions" in this Part), paid to an officer or employee or former officer or employee, (b)     a superannuation or pension benefit (including an annuity payment made pursuant to or under a superannuation or pension fund or plan), (b.1)     an amount of a distribution out of or under a retirement compensation arrangement, (c)     a retiring allowance, (d)     a death benefit, (e)     a benefit under a supplementary unemployment benefit plan, (f)     a payment under a deferred profit sharing plan or a plan referred to in section 147 of the Act as a "revoked plan", reduced, if applicable, by amounts determined under subsections 147(10.1), (11) and (12) of the Act, (g)     a benefit under the Unemployment Insurance Act, 1971, (h)     a training allowance paid under the National Training Act, except to the extent that it was paid to the recipient thereof as or an account of an allowance for his personal or living expenses while he was away from home, (i)     a payment made during the lifetime of an annuitant referred to in subparagraph 146(1)(a)(i) of the Act out of or under a registered retirement savings plan of that annuitant, other than (i)     a periodic annuity payment, or (ii)     a payment made by a person who has reasonable grounds to believe that the payment may be deducted under subsection 146(8.2) of the Act in computing the income of any taxpayer, (j)     a payment out of or under a plan referred to in subsection 146(12) of the Act as an "amended plan" other than (i)     a periodic annuity payment, or (ii)     where paragraph 146(12)(a) of the Act applied to the plan after May 25, 1976, a payment made in a year subsequent to the year in which that paragraph applied to the plan, (j.1)      a payment made during the lifetime of an annuitant referred to in paragraph 146.3(1)(a) of the Act under a registered retirement income fund of that annuitant, other than a payment to the extent that it is in respect of the minimum amount (within the meaning assigned by paragraph 146.3(1)(b.1) of the Act) under the fund for a year, (k)     a benefit under the Labour Adjustment Benefits Act, (l)     an amount as, on account or in lieu of payment of, or in satisfaction of, proceeds of the surrender, cancellation or redemption of an income-averaging annuity contract, or (m)     in respect of an amount that can reasonably be regarded as having been received, in whole or in part, as consideration or partial consideration for entering into a contract of service, where the service is to be performed in Canada, or for an undertaking not to enter into such a contract with another party; 1206(1) "Canadian exploration and development overhead expense" of a taxpayer means a Canadian exploration expense or a Canadian development expense of the taxpayer made or incurred after 1980 (a)     that was in respect of the administration, management or financing of the taxpayer, (b)     that was in respect of the salary, wages or other remuneration or related benefits paid in respect of a person employed by the taxpayer whose duties were not all or substantially all directed towards exploration or development activities,... 5202 In this Part, except as otherwise provided in section 5203 or 5204,... ...

(iii) Subco transfers its A division to Newco in consideration for preferred shares in Newco. ... The first issue of Newco shares will take place in stage (ii), that is these shares will be issued to Mco in consideration of the acquisition of shares in Subco. ... However that case dealt with standby fees, which do not represent a consideration for the use of borrowed money. ...

On the incorporation of Foreign Spinco, Foreign Services subscribed for Foreign Spinco Common Shares for nominal cash consideration. 47. ... Foreign Spinco will subscribe for TC Common Shares for a nominal cash consideration. 52. ... As consideration for the Distribution Property, TC will: a) if applicable, assume all or certain liabilities of DC; and b) issue TC Preferred Shares to DC having an aggregate FMV and TC Redemption Amount equal to the amount by which the aggregate FMV of the Distribution Property transferred to TC exceeds the aggregate amount of the liabilities assumed by TC in Paragraph 65 a). ...

Newco1 will issue common shares of its capital stock to Canco1 for nominal consideration. ... Newco2 will issue common shares of its capital stock to Canco2 for nominal consideration. ... (v) Newco1 will acquire all the Preferred Shares acquired by Canco1 in subparagraph 33(iv) above in consideration for the reduction of the Canco1 Loan for an amount equal to the Redemption Price. 34. ...

In consideration for the transferred shares of the capital stock of Investco A and Investco B, each of the Subcos will issue XXXXXXXXXX common shares of the capital stock to DC. 15. ... Each of the TCs will issue preferred shares of their capital stock to DC as consideration for the properties that will be transferred by DC. ... Each of the TCs will redeem the preferred shares that were issued to DC as consideration for the transfers of property described above in Paragraph 27. ...

As of XXXXXXXXXX, DC had redeemed all of its Units at their FMV for cash consideration. ... TC will redeem from DC all of the issued and outstanding TC Preferred Shares for an amount equal to the aggregate TC Redemption Amount and will issue to DC in consideration therefor a demand, non-interest bearing promissory note in the principal amount equal to the aggregate TC Redemption Amount (the "TC Redemption Note"). ... DC will redeem from TC all of the issued and outstanding DC Special Shares owned by TC for the amount equal to the aggregate DC Redemption Amount and will issue to TC in consideration therefore a demand, non-interest bearing promissory note in the principal amount of the aggregate DC Redemption Amount (the "DC Purchase Note"). ...

The scope of Sedona Networks In Sedona Networks, the Court took into consideration the options granted to both qualifying and disqualifying shareholders in determining whether the taxpayer qualified as a CCPC for the taxation year under dispute. ... R. 2004 DTC 6636 (FCA) where the operational control of a corporation over another was an essential consideration in determining whether de facto control existed. ... Operational control As mentioned previously, recent Court decisions have relied upon a broader approach to factual control where all the circumstances pertaining to the management of a corporation are taken into consideration to determine who has the effective control over its affairs and fortunes. ...

The Fund will subscribe for that number of Newco Class B shares as is equal to the number of its issued and outstanding Units held by residents of Canada in consideration for a cash payment of $XXXXXXXXXX per Newco Class B share. ... No consideration other than Units will be received by the Unitholders on the redemption of the Class B Shares of Amalco. No consideration other than Special Units will be received by the Fund on the redemption of Class C shares of Amalco. 40. ...