Search - consideration

On incorporation Opco will subscribe for XXXXXXXXXX common shares of Subco for nominal consideration. 8. ... In each case, the agreed amount will not exceed the fair market value of the respective property, nor will it be less than the amount of any liabilities assumed by Newco as consideration for the transfer of such property. 15. ... On the next day, Newco will sell for cash consideration its Subco shares and Subco promissory note to Opco at their fair market value. ...

Dco Amalco will acquire the XXXXXXXXXX Class A common shares of Xco held by Eco Amalco in consideration for two promissory notes, in the amounts of $XXXXXXXXXX (“P-Note 1”) and $XXXXXXXXXX (“P-Note 2”). 46. ... A Son Company will subscribe for XXXXXXXXXX Class A Common Shares of Xco in consideration for $XXXXXXXXXX. 51. ... Dco Amalco will repay the P-Note 1 in the amount of $XXXXXXXXXX issued as partial consideration for the acquisition of Class A Common Shares held by Eco Amalco described in Paragraph 45. 54. ...

On XXXXXXXXXX, Father transferred his XXXXXXXXXX Class C shares of Aco to Bco in consideration for XXXXXXXXXX shares of Bco. ... On XXXXXXXXXX, Sibling2 transferred XXXXXXXXXX shares of Aco to Dco in consideration for XXXXXXXXXX shares of Dco. On the same date, Trust2 transferred XXXXXXXXXX shares of Aco to Dco in consideration for XXXXXXXXXX shares of Dco. ...

Notwithstanding that Holdco will not acquire the beneficial interest in Aco common shares as noted above, i) the Aco common shares will be legally issued to Holdco upon payment by Holdco of consideration equal to the fair market value of those shares at the time of their issuance as required by subsection 36(a) of the CBCR; and ii) as the sole purpose for Holdco paying such consideration to Aco is to enable Holdco to acquire Targetco shares, the amount of the consideration paid by Holdco to Aco will be reflected as Holdco's cost in the Targetco shares. d) In the manner contemplated by the CBCR and the bid offer, immediately following the subscription of Aco shares by Holdco as described in 8(c) above, Holdco will deliver the Aco common shares to the shareholders of Targetco and receive Targetco shares pursuant to the bid arrangement. e) Holdco will purchase sufficient Targetco shares to provide Holdco with more than fifty percent (in terms of both votes and fair market value) of all the outstanding Targetco shares. f) Any new Aco common shares subscribed by Holdco in 8(c) above which will not be delivered by Holdco to the Targetco shareholders will be returned by Holdco to Aco and be cancelled in accordance with section 38 of the CBCR. In addition, the consideration paid by Holdco to Aco for the issuance of those shares will be returned to Holdco and the entry in the stated capital account of those shares will be cancelled. 9. ...

As sole consideration for Individual 1's XXXXXXXXXX common shares, Child 1 will issue an interest bearing promissory note payable on demand having a principal amount and FMV equal to $XXXXXXXXXX. As sole consideration for Individual 1's XXXXXXXXXX preferred shares, Child 1 will issue an interest bearing promissory note payable on demand having a principal amount and FMV equal to $XXXXXXXXXX. ... As sole consideration for Individual 2's XXXXXXXXXX common shares, Child 2 will issue an interest bearing promissory note payable on demand having a principal amount and FMV equal to $XXXXXXXXXX. ...

On XXXXXXXXXX, the Trust subscribed to one Class C common share of XXXXXXXXXX for total consideration of $XXXXXXXXXX. 6. ... On XXXXXXXXXX, as noted in item (5) above, the Trust subscribed to one Class C common share of XXXXXXXXXX for a total consideration of $XXXXXXXXXX. ... A subsidiary issue involved a consideration of former subsection 73(5). ...

To the best of the knowledge of Parent and Lossco, none of the issues involved in this letter is: (a) relevant to a tax return previously filed by Parent or Lossco or a related person; (b) under consideration by a tax services office or taxation centre in connection with a previously filed tax return of Parent or Lossco or a related person; (c) under objection by Parent or Lossco or a related person; (d) before the courts, or, if a judgment has been issued, the time limit for appeal to a higher court has not expired; or (e) the subject of a ruling previously issued by the CRA to Parent or Lossco or a related person. ... XXXXXXXXXX, the following transactions have taken place: (a) Lossco disposed of substantially all of its operating assets, and the shares and/or assets of its subsidiaries, in consideration for (i) the assumption of certain liabilities relating to the business (excluding the Senior Debt and Parent Debt); and (ii) cash consideration. ... A for cash consideration. 30. Parent will subscribe for additional Amalco Common Shares for cash proceeds equal to the amount outstanding (principal and interest) under the Parent Debt on that date. ...

Pursuant to section XXXXXXXXXX of the Country A Corporate Act, where a company issues shares for consideration in excess of the nominal value of the share, the amount of such excess is referred to as a “Share Premium” and is added to the company’s “Share Premium Account”. 12. ... The Share Issue Surplus arose entirely from the issuance of ACo common shares in consideration for XXXXXXXXXX. 25. ... PURPOSE OF PROPOSED TRANSACTIONS The purpose of the proposed transactions is to enable ACo to add to its Stated Capital Account part of the amount of the consideration that it received on the issuance of its common shares that was in excess of the nominal value of the shares at the time of issuance. ...

In 1998, Austria enacted legislation to authorize the Minister of Finance of Austria to transfer, without consideration, to the original owners (or their legal successors) the title to the works of art that had been given to Austria after the war and were being held in Austrian federal museums and collections. ... The court also adopted, in this decision, the relevant indicia to be taken into consideration in determining whether or not a payment could be considered a “windfall”. ... Furthermore, as mentioned before, the factors to be taken into consideration when determining whether a receipt would qualify as a windfall are listed in paragraph 3 in the Interpretation Bulletin IT-334R2, Miscellaneous Receipts, as follows: a) the taxpayer had no enforceable claim to the payment, b) the taxpayer made no organized effort to receive the payment, c) the taxpayer neither sought after nor solicited the payment, d) the taxpayer had no customary or specific expectation to receive the payment, e) the taxpayer had no reason to expect the payment would recur, f) the payment was from a source that is not a customary source of income for the taxpayer, g) the payment was not in consideration for or in recognition of property, services or anything else provided or to be provided by the taxpayer, and h) the payment was not earned by the taxpayer as a result of any activity or pursuit of gain carried on by the taxpayer and was not earned in any other manner. ...

Based on the estimated values outlined above, the consideration given by the LP to XXXXXXXXXX will consist of an assumption of third party debts and units in the LP (hereinafter referred to as "LP Units"), estimated as follows: Consideration FMV Assume Cash LP Units Debts Accounts Receivable XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX Inventory XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX Prepaid Expenses XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX Fixed Assets XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX Goodwill XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX Total XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXX XXXXXXXXXX and the LP will elect pursuant to subsection 97(2) to transfer the fixed assets at an agreed amount equal to their tax cost amount which is estimated to be $XXXXXXXXXX. ... XXXXXXXXXX will sell the $XXXXXXXXXX of LP Units that it received as consideration for its fixed assets to XXXXXXXXXX for $XXXXXXXXXX cash. ... However, the Key Employees will not receive any consideration for signing the non-competition agreements. 32. ...