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(B) unless, if one person had immediately after the amalgamation acquired all the shares of the new corporation’s capital stock that the shareholders of the predecessor corporation. . . acquired on the amalgamation in consideration for their shares of the predecessor corporation. . . the person would have acquired control of the new corporation as a result of the acquisition of those shares, or. . . [16]          The test in subparagraph 256(7)(b)(iii) can be described as follows. [17]          Where there is an amalgamation of two corporations, there is a deemed change of control of a predecessor corporation immediately before the amalgamation unless one of the three exceptions in clauses (A), (B) or (C) applies. [18]          Here the only exception that can come into play is clause (B). ... For example, one reads the following in the subscription receipt certificates: [18] Each Subscription Receipt entitles the Receiptholder: (a)        any time after the Escrow Release Condition occurs at or before the Termination Time, to receive, for no additional consideration and without further action, one fully paid and non‑assessable Class B common share (“ Share ”) in the capital of the Corporation which will be automatically exchanged for one common share of Amalco pursuant to the Arrangement, subject to adjustment in certain circumstances as more fully described in the Indenture, together with the payment of any Special Amounts; or [Emphasis added.] [47]          The subscription receipt incorporates by reference the subscription receipt indenture; the indenture has slightly different language to the same effect: [19] 3.2       Issue of Shares (a)        If the Escrow Release Condition occurs, the Issuance Right is deemed to have been exercised and the underlying [Class B] Shares of the Corporation, as constituted before the Effective Time, shall be and shall be deemed to be automatically issued immediately prior to the Effective Time, notwithstanding that certificates representing such Shares may not have been so issued, and the persons to whom such Shares are to be issued shall be deemed to have become the holders of record of such Shares immediately prior to the Effective time. ... These considerations are not independent of one another and may overlap. ...

These issues will probably have to be addressed through present mechanisms of vendor financing and/or the use of Purchaseco prior to consideration of move to new structure. [80] Despite not addressing that issue and potentially needing the Purchaseco that had been rejected the previous month in search of something simpler, the minutes of the August 3, 2010 meeting describe the discussion with Messrs. ... Staff and client satisfaction were important considerations. However, with the possible exception of the financing aspect of the purchase and sale of interests in the business, I am not convinced that the Reorganization had any effect on, or relevance to, the broader succession issues. ... Olfert, no one (and none of the documents [84]) suggested this was a concern, a frustration, or a consideration. ...

By the act of leasing the owner or lessor parts with the use or the right to use the property or equipment under consideration. ... The lessor gives the right to use the vessel to the lessee in consideration for the rent to be paid to the lessor by the lessee. ... On June 28, 1986, the limited partnership and S Ltd. entered into an agreement which allowed S Ltd. to encroach beneath the property in consideration of $27,500 and an undertaking from S Ltd. to rectify any damages suffered. ...

His position was that the Court should confine itself to a consideration of the narrow issues formulated and articulated by the parties. ... Naturally he wishes to avoid the expense and delay of restoring the case for further argument; yet the paramount consideration is that of avoiding any injustice to litigants or their counsel. ... Having determined that the trust's validity is preserved by section 16 of the Perpetuities Act, I turn now to a consideration of the entitlement to an exemption. ...

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS HEREIN CONTAINED, THE PARTIES DO HEREBY AGREE AS FOLLOWS: 1. ... In consideration of the services to be performed by it hereunder, the CONTRACTOR shall be remunerated on a Bonus plus overide [sic] commission basis. ... Black's Law Dictionary defines "bonus" as follows: "A premium or extra remuneration in consideration of offices performed. ...

This determination requires consideration of the provisions in the MTA imposing liability on the Appellant for the Base Payments. ... (mm) “ proceeds of disposition ” means: (i) the sale price or any other consideration received or receivable by a producer for the disposition of an asset, and includes: (A) the assumption, undertaking, extinguishment or release of any liability: (I) of the producer; or (II) that affects the asset disposed of; and (B) the value of any benefit of any kind conferred on the producer or on any other person at the direction of the producer as part of the arrangement relating to the disposition of the asset; (ii) subject to section 28, any: (A) compensation that is received by a producer; or (B) amount that is paid to a producer pursuant to a policy of insurance; with respect to an asset that is lost, destroyed or unlawfully taken; (iii) subject to section 28, any: (A) compensation that is received by a producer; or (B) amount that is paid to a producer pursuant to a policy of insurance; with respect to an asset that is damaged, except to the extent that the compensation or amount is applied to reduce operating costs pursuant to subclause 7(2)(a)(ii); (iv) subject to section 28, compensation for an asset taken pursuant to statutory authority or the sale price of an asset sold to a person who has given notice of intention to take the asset pursuant to statutory authority; (v) subject to section 28, compensation for an asset injuriously affected, whether lawfully or unlawfully or whether pursuant to statutory authority or otherwise; and (vi) an amount equal to the fair market value of an asset disposed of, where the disposition is made: (A) by a producer to a person with whom the producer is not dealing with at arm’s length at the time of the disposition; (B) to a corporation in consideration of the allotment and issue of its shares; (C) to a corporation without share capital, organization, syndicate, association, partnership or joint venture in consideration of the admission to membership in it of any person; (D) by way of gift; or (E) by way of removal, other than a temporary removal, of the asset from a mine; (nn) “ production ” means the quantity of potash produced from a mine and includes potash produced from both Crown mineral lands and freehold mineral lands;... ...

It will be seen that the respondent’s allegation of delay on the part of each appellant did not figure in the judgments below. … [10] We are satisfied from the foregoing that the Tax Court Judge failed to give sufficient weight to all relevant considerations in exercising his discretion on September 28, 1999, the result of which is that the appellants in these matters will be deprived from having their appeals heard and disposed of on the merits. ... Some sanction may be called for, but it is certainly not an appropriate case in which to apply the most drastic remedy available. [86] The constraints and considerations applicable to the exercise of discretion by motions judges to allow or dismiss appeals, or to strike pleadings or parts of pleadings that result in an issue no longer being before the Court on the merits, can be outlined as follows: The exercise of the motions judge’s discretion must be exercised reasonably, including considering alternatives that are less drastic remedies for the party’s failure to comply with the Court’s rules and pre-trial orders. ... The defaulting party’s pattern of conduct; The defaulting party’s knowledge and experience with pre-trial discovery and the rules of the court; The complaining party’s approach to the discovery process may be a relevant consideration; have they taken reasonable steps to obtain proper discovery? ...

Rudolph; the total consideration to be paid by Mr. Rudolph amounted to $663,500, of which Mr. ... Rudolph transferred 910,000 shares in the capital of Keltic to Mumsco, for a consideration of $1,820,000. ... The total consideration for these transactions amounted to $499,500, which was approximately equal to the amount advanced by Mumsco to Mr. ...

The RSA has specific provisions, including discount rate calculation considerations, applicable to these Designated Obligors. ... In this case the Court is able to limit itself to a consideration of terms and conditions which it finds to not be on arm’s length terms and that directly relate to pricing.   ... None are determinative, but none are entirely irrelevant considerations. ...

Furthermore, the transactions involved in this case lack the usual market considerations which would normally ensure a fair market value is reached. ... In our determination of the fair market value of the License we have taken into consideration the structure of the transaction and the available tax shield resulting from the deductibility of the License Fee from Mr. ...                         [87]     Appellant's counsel also stated that Rosen reviewed the examination for discovery of Bruce wherein he testified he was aware that sales of licenses to use the software had been made for cash consideration. ...