Search - consideration

On incorporation, Holdco 2 will subscribe for XXXXXXXXXX common shares in Bare Trusteeco (representing all of the issued and outstanding shares in the capital stock of Bare Trusteeco) for nominal consideration of $XXXXXXXXXX per share. ... As consideration therefor, Newco will issue a number of common shares of Newco (the "Newco Common Shares") to Holdco 2, having an aggregate FMV equal to the aggregate FMV of the common shares of DC Amalco transferred to Newco. ... Pursuant to XXXXXXXXXX the BCA, the directors of Newco will resolve to add to the stated capital account for the Class A Shares an amount which would not exceed the fair market value of the property transferred (less any liabilities assumed by Newco) in consideration for such Class A Shares. ...

The particular DC Stock Option Holder will receive no consideration for the exchange of its DC Stock Options other than a DC New Stock Option and a Spinco Stock Option; b. ... The sole consideration issued by Spinco for each DC Butterfly Share will be one Spinco Common Share. ... As consideration for the property transferred by DC, Spinco will: a. Have issued the Spinco Stock Options as described in Paragraph 28, and b. ...

In consideration for the transfer, the capital account of Partnership 2 in respect of Partnership 1 will be increased. 28. ... In consideration for the transfer, Canco will issue additional Canco Common Shares. 29. ... On the Effective Date, Partnership 2 will transfer the Newco Preferred Shares to Luxco Sub, at a purchase price equal to the fair market value of the Newco Preferred Shares at the time of the transfer, in consideration for the issuance of Luxco Sub Common Shares. 38. ...

Prior to the amalgamation described herein, (I) Aco's predecessor corporation XXXXXXXXXX transferred some of its Pubco3 shares to Cco pursuant to subsection 85(1) and received Cco Preference Shares as consideration; and (II) Cco transferred the Pubco3 shares that it had acquired from Aco's predecessor corporation XXXXXXXXXX to Dco pursuant to subsection 85(1) and received Dco preference shares as consideration. ... The aggregate FMV of (aa), (bb), (cc), (dd), and (ee) described above will be equal to the aggregate FMV of the Holdco1 shares and the Holdco2 shares owned by Individual A immediately before the merger; and (iv) the shares of Subco1 owned by Holdco1 will be cancelled for no consideration. ... As the sole consideration for such transfers, (d) Newco1 will issue to IndividualcShares, having an aggregate FMV equal to the aggregate FMV of the Amalco Class B Preference Shares transferred to Newco1, and (e) Newco2 will issue to Individual A, (i) XXXXXXXXXX Newco2 Class A Preference Shares; and (ii) XXXXXXXXXX Newco2 Common Shares, having an aggregate FMV equal to the aggregate FMV of the Amalco Class B Preference Shares transferred to Newco2. ...

Dayton [1982] 2 All E.R. 942: A company can issue its own shares as "consideration for the acquisition of property", as Lord Greene M.R. said. ... When the directors of a CBCA corporation determine the consideration for the issue of the shares as consideration for property, it is no different from directors of a corporation deciding to issue a certain number of par value shares as consideration for property. ... Rather than consideration being referable to the product of the par value of the share times the number of shares issued, the consideration is referable to the stated capital of the shares being issued as determined by the directors. ...

The XXXXXXXXXX/Aco XXXXXXXXXX Shares, XXXXXXXXXX will be redeemed for an amount equal to the amount of the consideration for which such shares were issued, $XXXXXXXXXX. ... As sole consideration for such transfers, XXXXXXXXXX/Cco will issue to XXXXXXXXXX/A additional common shares of XXXXXXXXXX/Cco. ... As sole consideration for such transfers, XXXXXXXXXX/Aco will issue to XXXXXXXXXX/Cco XXXXXXXXXX/Aco Common Shares with a fair market value equal to the fair market value of the properties transferred. ...

Class D: one vote per share; redeemable and retractable for XXXXXXXXXX of "an amount which is equal to the fair market value of the net consideration received for the first issuance of the Class D shares"; and no dividend entitlement. ... For greater certainty, no non-share consideration will be paid by Transfereeco to any Share Transferor and the fair market value of the aggregate share consideration received by each Share Transferor will be equal to the fair market value of the DC Amalco shares transferred to Transfereeco by such Share Transferor. ... The Class D shares to be issued by Transfereeco, as described in paragraph 23 of this letter, will be redeemed at an amount not greater than the fair market value of the consideration for which such shares will be issued. ...

Section 84.1 will not apply to deem Newco to have paid, and AE Trust to have received, a dividend on the disposition of the Aco Common Shares by AE Trust to Newco as described in Paragraph 28, provided that the principal amount and FMV of Newco Note A issued as partial consideration, is equal to or less than the ACB of the Aco Common Shares to AE Trust immediately before the disposition, as modified by subsection 84.1(2) for purposes of paragraph 84.1(1)(b). ... Section 84.1 will not apply to deem Newco to have paid, and AE Trust to have received, a dividend on the disposition of the Bco Common Shares by AE Trust to Newco as described in Paragraph 30, provided that the principal amount and FMV of Newco Note B issued as partial consideration, is equal to or less than the ACB of the Bco Common Shares to AE Trust immediately before the disposition, as modified by subsection 84.1(2) for purposes of paragraph 84.1(1)(b). ... Nothing in this letter should be construed as confirmation, express or implied, that, for the purposes 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. ...

Immediately after the Share Exchange, each of Beneficiary 1 and Beneficiary 2 will subscribe for XXXXXXXXXX New Common Shares in consideration for a cash consideration of $XXXXXXXXXX. 42. ... The Spousal Trust will transfer the XXXXXXXXXX Class A Preferred Shares that it will hold in the capital stock of Investco to Newco in consideration for XXXXXXXXXX Class A Preferred Shares in the capital stock of Newco. ... Simultaneously to the transfers described in Paragraphs 53 and 55, Beneficiary 1 will transfer the XXXXXXXXXX New Common Shares that he will hold in the capital stock of Investco to Newco in consideration for XXXXXXXXXX common shares in the capital stock of Newco. ...

TC Sub will issue XXXXXXXXXX TC Sub Common Shares to TC for a consideration of $XXXXXXXXXX. 18. ... As consideration, TC Sub will issue to DC a non-interest bearing promissory note, payable on demand (the “TC Sub Redemption Note”) having a principal amount and FMV equal to the aggregate redemption amount and FMV of the TC Sub Preferred Shares so redeemed. ... As consideration, DC will issue to TC a non-interest bearing promissory note, payable on demand (the “DC Redemption Note”) having a principal amount and FMV equal to the aggregate redemption amount and FMV of the DC New Class B Preferred Shares so redeemed. ...