Search - consideration

The PUC of the Pubco shares includes any reduction required under subsection 85(2.1) in respect of shares issued as consideration for the transfer of property in a transaction to which subsection 85(1) applied, and any reduction required under subsection 85.1(2.1) in respect of shares issued as consideration for the transfer of shares of S Co in a transaction to which section 85.1 applied. ... On XXXXXXXXXX, this business, and the related net assets, was sold to an arm's-length person for cash consideration. 12. ... On XXXXXXXXXX, Pubco disposed of its direct and indirect holdings of S Co shares for aggregate consideration consisting of a combination of cash of approximately $XXXXXXXXXX ($XXXXXXXXXX per S Co share), and two notes receivable in the principal amounts of approximately $XXXXXXXXXX ($XXXXXXXXXX per S Co share) and USD $XXXXXXXXXX (USD $XXXXXXXXXX per S Co share). 14. ...

The consideration for the Transfer will be comprised of: (i) the assumption of liabilities (other than "Excluded Liabilities") in the approximate amount of $XXXXXXXXXX; and (ii) the issuance of partnership units of POP. The ATA will provide that liabilities under the Parentco Debt are Excluded Liabilities and will therefore not be assumed by POP as consideration for the Transfer. ... Immediately following the transfer of the POP partnership units to Holdco, as described in Paragraph 12 above, Holdco will transfer the same partnership units to Opco, and will receive XXXXXXXXXX Common shares in the capital of Opco as consideration. ...

S Subco will use the proceeds resulting from the capital contribution from Strategico, as described in paragraph 12 above, to subscribe for additional Class A Shares of Exploreco having an aggregate fair market value equal to the aggregate consideration paid of US$XXXXXXXXXX. 14. ... B Co will use the monies received from Strategico as described in paragraph 14 above to subscribe for additional B Subco common shares and having an aggregate fair market value equal to the aggregate consideration paid of US$XXXXXXXXXX. 16. ... A Co will use the monies received from Strategico as described in paragraph 14 above to subscribe for additional A Subco common shares having an aggregate fair market value equal to the aggregate consideration paid of US$XXXXXXXXXX. 18. ...

Les actions de catégorie «XXXXXXXXXX» sont des actions non votantes, non participantes, donnant droit à un dividende non cumulatif fixé par les administrateurs et rachetables au gré de la société ou du détenteur à un prix égal au montant du capital versé plus la quote-part d'une prime égale à la différence entre le montant versé et la quote-part de la juste valeur marchande, au moment de l'émission, de tout bien reçu comme considération pour l'émission. ... Les actions de catégorie «XXXXXXXXXX» sont des actions non votantes, non participantes, donnant droit à un dividende non cumulatif fixé par les administrateurs et rachetables au gré de la société ou du détenteur à un prix égal au montant du capital versé plus la quote-part d'une prime égale à la différence entre le montant versé et la quote-part de la juste valeur marchande, au moment de l'émission, de tout bien reçu comme considération pour l'émission. 20. ...

As consideration therefor, Newco will assume all of Partnership's liabilities and will issue redeemable and retractable Newco Preferred Shares with an aggregate redemption value equal to the difference between the FMV of the assets transferred and the amount of the liabilities assumed. 13. ... For greater certainty, the agreed amount in respect of any Eligible Property included in the subsection 85(2) elections referred to herein will not exceed the FMV of such property and will not be less that the amount of any liabilities assumed by Newco as consideration for the transfer of such property. ... Partnership will pay a reasonable amount to Newco as consideration for Newco's assumption of the obligations to provide services with respect to the Deferred Revenue. ...

The Class A Redemption Amount is defined as the amount of cash consideration paid for the Class A Shares and/or the fair market value of any consideration other than cash received by Holdings for the issuance of such Class A Shares and is subject to a price adjustment clause. ... The Class B Redemption Amount is defined as the fair market value of any consideration received by Holdings for the issuance of such Class B Shares and is subject to a price adjustment clause. ... Individual A and Individual B and each of the Children will then subscribe for newly issued common shares of Holdings in the same ratio as their previous ownership of Common Shares described in Paragraph 8 for nominal consideration. 17. ...

Principal Issues: Whether a subsidiary that becomes a co-obligor of a parent's debts on a subsection 85(1) transfer of property from the parent to the subsidiary, but is fully indemnified by the parent, is considered to have assumed the parent's liabilities as consideration for the transfer. ... The fair market value of the consideration will be equal to the fair market value of the assets transferred. Section XXXXXXXXXX of the ATA provides that liabilities under the Aco Debt are Excluded Liabilities and are therefore not assumed by Bco as consideration for the transfer. ...

On each property delivery date, Bco will assign its right to purchase said Property to SPE, in consideration for SPE assuming Bco's obligation to pay the purchase price of said Property. b. ... Ex-Im will agree (the "Guarantee Agreement") to guarantee repayment of the Guaranteed Lender Loan by SPE in consideration for payment by SPE of a fee equal to XXXXXXXXXX% of XXXXXXXXXX% of the purchase price of the Property (the "Guarantee Fee"). e. ... SPE will immediately sell each Property acquired from USCO in paragraph 10e. above to Partnership A under a conditional sales agreement (the "CSA") in consideration for (1) the amount described in paragraph 10b. above and (2) the payment of an amount equal to the Closing Balance describe in paragraph 10c. above. ...

Principal Issues: Whether, in a particular situation where "discretionary dividend shares" would be issued for nominal consideration, subsection 15(1), 69(1) or 56(2) would apply. ... Reasons: Subsection 15(1) may apply where shares are issued by a corporation for consideration that is less than the fair market value of the said shares. ... The issuance of shares for consideration that is less than their fair market value could also result in a disposition of property by a taxpayer and such taxpayer could be deemed to have received a consideration equal to the fair market value of the property under paragraph 69(1)(b). ...

XXXXXXXXXX Dco will subscribe for one Newco B Share for nominal consideration, which will be the only share of Newco issued and outstanding at the commencement of the Proposed Transactions. ... In consideration, Newco will: (a) issue a specified number of Newco A Shares and Newco B Shares to Dco; and (b) assume such portion of Dco's liability in respect of the Public Debt (but excluding any amount in respect of interest accrued on the Public Debt prior to the effective time of the transfer) as will have a fair market value equal to the aggregate cost amount to Dco of the Transferred Assets immediately before the Asset Transfer. ... For the purposes of such election, the entire amount of the non-share consideration referred to in Paragraph 13(b) above, will be allocated amongst the assets comprising the Transferred Assets in such manner that the portion of such non-share consideration allocated to a particular asset will not exceed the cost amount to Dco of such asset immediately before the Asset Transfer. ...