Search - consideration

In each case, the agreed amount will neither exceed the FMV of the respective property nor be less than the amount permitted under paragraph 85(1)(b) and the amount of liabilities assumed as consideration for the property will not exceed the FMV of any such property. ... As consideration therefor, Newco will issue the Newco Note having a principal amount equal to the aggregate redemption amount of the Newco B Shares so purchased for cancellation by Newco. ... DC will issue to TC, as consideration therefor, the DC Note having a principal amount equal to the purchase price of the Common Shares purchased from TC. ...

As consideration for the assumption of such excess liabilities, DC will issue to each of the Newcos a non-interest bearing demand promissory note (the "DC Excess Note") having a principal amount and a fair market value equal to the excess liabilities so assumed by that Newco. 25.For greater certainty, DC's acquisition of XXXXXXXXXX Class "XXXXXXXXXX" shares and the Class "XXXXXXXXXX" shares of each of the Newcos will ensure that it owns more than XXXXXXXXXX% of the issued share capital of each of the Newcos, having full voting rights under all circumstances and having a fair market value of more than XXXXXXXXXX% of the fair market value of all the issued and outstanding shares in the capital stock of each of the Newcos. ... The amount to be specified in respect of each such share will not exceed the fair market value of the property received by that Newco as consideration for such share less the fair market value of the liabilities assumed by that Newco, as described in paragraph 24 above, in respect of such property. 30.Each of the Newcos will redeem, at fair market value, all of its Class "XXXXXXXXXX" and Class "XXXXXXXXXX" shares held by DC and each will pay the respective redemption amounts by returning its DC Excess Note to DC, if any, and by issuing a non-interest bearing demand promissory note (a "Newco1 Note", "Newco2 Note", "Newco3 Note" and "Newco4 Note", respectively) that will have a fair market value and principal amount equal to the amount that the aggregate of the redemption amounts of its shares so redeemed exceeds the amount of the DC Excess Note, if any, so returned. ... The amount of the deemed dividend relating to such purchase will be equal to the proportion of the amount by which the aggregate fair market value of the Newco1 Note, the Newco2 Note, the Newco3 Note and the Newco4 Note distributed by DC to Holdco 1, Holdco 2, Holdco 3 and Holdco 4, respectively, as consideration for the purchase for cancellation of such common shares as described in paragraph 31 above exceeds the PUC thereof, that the number of Class "XXXXXXXXXX" common shares of DC held by each of Holdco 1, Holdco 2, Holdco 3 and Holdco 4 immediately before such purchase for cancellation is of the number of issued Class "XXXXXXXXXX" common shares of DC immediately before such purchase for cancellation. ...

A on or about XXXXXXXXXX as consideration for the transfer by him, pursuant to subsection 85(1) of the Act, of all of the shares of DC which were then owned by Mr. ... B on or about XXXXXXXXXX as consideration for the transfer by him, pursuant to subsection 85(1) of the Act, of all of the shares of DC which were then owned by Mr. ... As consideration for these assets, Shellco assumed liabilities, including those relating to the XXXXXXXXXX operations, of Subco1 and issued XXXXXXXXXX common shares to Subco1. ...

Newco 1 will issue to Aco additional common shares as the sole consideration for the XXXXXXXXXX Bco Shares. ... Newco 2 will issue Class XXXXXXXXXX common shares to Subco as the sole consideration for the Subco Bco Shares. ...

As the sole consideration, X Ltd. will issue XXXXXXXXXX Class “D” Preferred shares to Mr. ... As the sole consideration, Y Ltd. will issue XXXXXXXXXX Class “D” Preferred shares to Mr. ... As the sole consideration, Z Ltd. will issue XXXXXXXXXX Class “D” Preferred shares to Mr. ...

As sole consideration for such transfer, Newco will issue to the respective transferor Newco Preferred Shares that are redeemable and retractable in the aggregate at an amount equal to the fair market value of the Reorganization Shares transferred to Newco. ... In consideration for such transfer, Newco will issue to XXXXXXXXXX Newco Reorganization Shares with an aggregate redemption amount ("Newco Redemption Amount") equal to the aggregate net fair market value of the transferred property. ... As sole consideration for such transfer, Newco will issue to the respective transferor Newco Common Shares on XXXXXXXXXX basis. ...

The authorized capital of each of Newco1 and Newco2 will consist of the following shares: (a) an unlimited number of common shares; and (b) an unlimited number of XXXXXXXXXX shares (the "Newco XXXXXXXXXX Shares") which will be first issued to DC as consideration for the transfers of property as described in paragraph 20 below. ... The fair market value, redemption and retraction price of each Property Transferee’s XXXXXXXXXX shares will be equal to the net fair market value of the consideration for which they are issued. ... DC will issue to each of Transferee1 and Transferee2, as consideration for the purchase of the DC shares owned by Transferee1 and Transferee2, two non-interest bearing promissory notes (hereinafter referred to as the “DC Notes” and individually as the “DC Note”). ...

As sole consideration for such transfer, Bco will issue to Daughter 1 XXXXXXXXXX common shares. ... As sole consideration for such transfer, Cco will issue to Daughter 2 XXXXXXXXXX common shares. ... In consideration, the Subcos will each issue a non-interest-bearing demand promissory note to Aco (the "BcoSub Note" and the "CcoSub Note", respectively) with a principal amount, stated by formula, equal to the purchase price of the shares so purchased for cancellation. 26. ...

In consideration, DC will issue to TC1 a non-interest-bearing demand promissory note (the "DC1 Note") with a principal amount and FMV equal to the aggregate FMV of the shares so purchased and redeemed. ... In consideration, DC will issue to TC2 a non-interest-bearing demand promissory note (the "DC2 Note") with a principal amount and FMV equal to the aggregate FMV of the shares so purchased and redeemed. ... For greater certainty, subsection 85(2.1) will not apply to reduce the PUC of the common shares of TC1, TC2, TC3 and TC4 issued as consideration for the DC shares so acquired. ...

This investment has a nominal fair market value and will be disposed of for fair market value cash consideration (to a person other than Opco or any corporation controlled by Mr. ... No other consideration will be paid by Newco for such shares. The addition to the stated capital of the Newco common shares in respect of each such transfer will be equal to the FMV of the common shares of Propertyco that were transferred. ... The amount to be added to the stated capital of the Newco preference shares to be issued as described herein will be equal to the FMV of the consideration for which they were issued. ...