Search - consideration

[No mention of share consideration or of when the AuRico Metals Shares are issued.] Each Alamos or AuRico Share held by a dissenting shareholder shall be deemed to have been transferred Alamos or AuRico, as the case may be, in consideration for a debt claim against that corporation. ... The aggregate stated capital of such AuRico Share shall be equal to the fair market value of such Alamos Shares minus the cash consideration. ...

The common shares in the capital of the New Administrator shall be assigned by CGAL to Sprott in exchange for the CGAL Aggregate Consideration, being cash of $85 million plus 6,997,387 Sprott Shares. ... Each Common Share shall be transferred to Sprott in exchange for the Common Share Consideration of $500 cash per share ($20M in aggregate). ... In consideration, the Trust shall assume all of CFCL’s liabilities other than under the Administration Agreement and issue to CFCL Trust Units equalling the aggregate number of Class A Shares and Common Shares. ...

With a view to interest deductibility by CAP REIT for the related cash borrowed by it, the direct use by it of such cash is to acquire assets from ResREIT on the first stage of the merger, with ResREIT using such cash proceeds to pay-off a note which it had issued to CAP REIT in consideration for a CAP REIT note (which disappears by operation of law on the merger). The "cleansed" cash so paid to CAP REIT is used to satisfy its obligation for the ResREIT units which were tendered for cash consideration. ... Merger ResREIT unitholders, who have the right to tender for cash, tender their units to CAP REIT for the right to receive the agreed cash consideration of up to $175M worth in 7 below. ...

" NWH will acquire all of the assets of NWI in consideration for NWH units and the assumption of outstanding debentures of NWI, which will become convertible into NWH units. ... NWI will redeem each NWI unit (other than the one unit is step 12 above) in consideration for 0.208 of an NWH unit (with fractions rounded down). NWI will redeem each NWI special voting unit in consideration for 0.208 of an NWH special voting unit (with fractions rounded down). ...

The Direct Subtrusts will simultaneously transfer their assets to Trust A (newly formed by Plazacorp, which holds one unit) for no consideration other than the assumption of their liabilities, so that they cease to exist. After the terms of the declaration of trust of KEYreit have been conformed to that of Trust A, Trust A will transfer all of its property to KEYreit for no consideration other than the assumption of secured debts. ... KEYreit will transfer all of its property to REIT #2 for no consideration other than the assumption of secured debts, so that KEYreit will cease to exist. ...

As such, Tekmira expects to allocate the total purchase consideration to OnCore's tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values at the date of the completion of the merger. Canadian tax consequences Shareholders of Tekmira will not dispose of their common shares of Tekmira by virtue of the merger and will not receive any consideration as a consequence of the merger. ... Shareholders of Tekmira will not exchange or surrender their common shares of Tekmira in the merger or receive any separate consideration. ...

Chalice/Coventry-- summary under Ss. 84(4.1)(a) and (b) distributions of proceeds Summary Under Tax Topics- Public Transactions- Spin-Offs & Distributions- Ss. 84(4.1)(a) and (b) distributions of proceeds Chalice Gold acquisition of Coventry Resources assets for shares, followed by share distribution Overview Under a BC Plan of Arrangement, Coventry is to transfer most of its subsidiaries (the "Targets") to Western Rift (a subsidiary of Chalice) in consideration for Chalice shares, which Coventry will then transfer to its shareholders as a stated capital distribution. ...

Mamba/Champion-- summary under Exchangeable Share Acquisitions Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Cross-Border Acquisitions- Inbound- Exchangeable Share Acquisitions Acquisition of Champion Iron by Mamba using exchangeable share structure Overview Under a proposed OBCA plan of arrangement, a wholly-owned Ontario subsidiary (Canco) of Mamba, an Australian corporation listed on the ASX, will acquire (directly, except as described below) all of the common shares of Champion, an Ontario TSX- and Frankfurt-listed corporation focusing on the exploration and development of iron deposits in Quebec and Labrador and implicitly valued on a fully-diluted basis at $Cdn.60M, in consideration for Mamba ordinary shares on the basis of an Exchange Ratio of 0.733333 (i.e., 11 Mamba ordinary shares for each 15 Champion common shares)- provided that Canadian-resident taxable shareholders who are not financial institutions may elect to receive their share consideration as exchangeable shares of Canco. ...

First Majestic/Orko-- summary under Shares for Shares and Nominal Cash Summary Under Tax Topics- Public Transactions- Mergers & Acquisitions- Mergers (mostly Plans of Arrangement)- Shares for Shares and Nominal Cash First Majestic acquisition of Orko followed by survivor-type amalgamation of Orko with First Majestic subsidiary Overview All the shares of Orko, which is a B.C. company listed on the TSX-V and holding a Mexican subsidiary, are to be acquired under a B.C. plan of arrangement by First Majestic, which is a B.C. company listed on the TSX and NYSE, in consideration for First Majestic shares (with a value representing a 72% premium) and nominal cash. ... Plan of Arrangement Under the Plan of Arrangement: • The Orko shareholder rights plan will be cancelled • all outstanding options to acquire Orko shares will be cancelled • Orko shares of dissenters will be transferred to First Majestic for their fair value • each outstanding Orko share will be transferred to First Majestic for an "indivisible mixture" of 0.1202 of a First Majestic share and $0.0001 in cash • each Orko share will be transferred to Subco in consideration for one Subco share and, at the same time, the stated capital of the Orko shares will be reduced in aggregate to $1.00 • Orko and Subco then "shall merge to form one corporate entity ("Amalco") with the same legal effect as if they had amalgamated under Section 269 of the Business Corporations Act, except that the legal existence of Orko shall not cease and Orko shall survive the merger as Amalco…[and] the separate legal existence of Subco shall cease…and Orko and Subco shall continue as one company…. ...

Plan of Arrangement/Listing The following transactions will occur under the Plan of Arrangement: VKY shares held by dissenting shareholders will be transferred to VKY for their fair value VKY options and warrants will be exchanged for options to purchase Trust units, with the number of covered units and the exercise price reflecting the exchange ratio each VKY voting common share held by VKY shareholders will be exchanged with VKY for a pro rata portion of all the cash (and cash equivalents) of VKY and for one VKY non-voting common share (a "VKY Class B share") each VKY Class B share will be transferred to the administrator of the Trust (treated for purposes of the diagram above as an agent for the Trust) in exchange for a share of a new-incorporated subsidiary of the Trust ("NewCo") the former VKY shareholders will transfer each NewCo share and a pro rata portion of the cash so received by them to the Trust in consideration for the issuance of 0.125 of a Trust unit the Trust will transfer its shares of NewCo to its wholly-owned Canadian subsidiary ("Dixie Canada") in consideration for Dixie Canada shares NewCo will be wound-up into Dixie Canada Application will be made to list the Trust units on the CNSX. ...