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The Trust will transfer the Trust ACo Common Shares to Newco in exchange for consideration consisting of: (i) Newco Notes with the aggregate principal amount and FMV equal to the lesser of: (A) the ACB of the Trust ACo Common Shares at the time of transfer less $XXXXXXXXXX; and (B) the FMV of the Trust ACo Common Shares at the time of transfer less $XXXXXXXXXX, subject to a price adjustment clause to adjust the aggregate principal amount of the Newco Notes, should the FMV of the Trust ACo Common Shares on the date of transfer be determined to be less than their ACB of $XXXXXXXXXX; and (ii) XXXXXXXXXX Newco Preferred Shares with an aggregate redemption value equal to $XXXXXXXXXX plus the positive difference (if any) between the FMV of the Trust ACo Common Shares and the ACB of the Trust ACo Common Shares. ... On the amalgamation: (a) the XXXXXXXXXX Newco Common Shares held by each Sibling will be exchanged for XXXXXXXXXX Amalco Common Shares having terms and conditions identical to the terms and conditions attached to the Newco Common Shares; (b) the XXXXXXXXXX ACo Common Shares held by each Sibling will be exchanged for XXXXXXXXXX0 Amalco Common Shares; (c) the XXXXXXXXXX Newco Preferred Shares will be exchanged for XXXXXXXXXX Amalco Preferred Shares having terms and conditions identical to the terms and conditions attached to the Newco Preferred Shares; and (d) the XXXXXXXXXX ACo Common Shares held by Newco will be cancelled without payment of any consideration. 44. ... Nothing in this letter should be construed as confirmation, express or implied, that, for the purpose 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 or issuance of shares. ...

The incorporator of Canco received one common share in the capital stock of Canco on incorporation, which was subsequently transferred to USHoldco on XXXXXXXXXX for no consideration. ... In order to eliminate the upstream shareholdings, on XXXXXXXXXX, CanSubco disposed of the XXXXXXXXXX issued and outstanding common shares in the capital stock of Targetco that it held to Targetco in exchange for fair market value consideration consisting of Note 1 with a principal amount of $XXXXXXXXXX. ... On XXXXXXXXXX, Acquisitionco and Targetco merged under the laws of XXXXXXXXXX with Targetco as the surviving company (hereinafter called "USSubco") in such a manner that, on and by virtue of the merger: (a) the certificate of incorporation of Acquisitionco was effectively adopted as the certificate of incorporation of USSubco; (b) Acquisitionco was merged with and into Targetco; (c) each issued and outstanding share in the capital stock of Acquisitionco was converted into one share in the capital stock of USSubco; (d) each issued and outstanding common share in the capital stock of Targetco owned by Acquisitionco and each common share held in treasury by Targetco was cancelled for no consideration; and (e) each issued and outstanding common share in the capital stock of Targetco, other than those described in (d) above, were converted into a right to receive US$XXXXXXXXXX per share and such shares were cancelled. 24. ...

Newco 1 issued common shares of its capital stock to ACo for nominal consideration. ... The Preferred Shares are redeemable and retractable for a redemption price equal to the fair market value of the consideration for which the shares are issued, plus any accrued but unpaid dividends. ... Newco 2 issued common shares of its capital stock to Subco for nominal consideration. ...

A will transfer all of the shares of Mainco 1 and Mainco 2 owned by him to Holdco solely in consideration for the issuance to Mr. ... Mainco 2 will transfer all of its shares of Mainsub 2d and Mainsub 2e and its partnership interest in PNG Partnership to PNGCo as consideration for the issuance to Mainco 2 of additional shares of PNGCo. ... As consideration therefor Holdco will issue to Amalco a number of Holdco Special Shares that have an aggregate FMV and redemption amount equal to the aggregate of the FMV of the Transferred Shares and Amalco Cash Amount #1. ...

Newco 1 will issue common shares of its capital stock to ACo for nominal consideration. ... The Preferred Shares will be redeemable and retractable for a redemption price equal to the fair market value of the consideration for which the shares are issued, plus any accrued but unpaid dividends. ... Newco 2 will issue common shares of its capital stock to Subco for nominal consideration. ...

Paragraph 7(1)(b) of the Act will apply to the disposition of the New Options for Shares as described in 32 above such that the Employee shall be deemed to receive a benefit equal to the fair market value of the Shares received as consideration. ... Provided the Employee deals at arm's length with the Corporation, the Parent and each Affiliate at the time the Shares are issued to the Employee, the Shares acquired, as consideration for the New Options, will be prescribed shares as that term is defined in subsection 6204(1) of the Regulations. ... Subsection 53(1)(j) of the Act will apply to include the amount of any benefit determined under paragraph 7(1)(b) of the Act in computing the adjusted cost base of the Shares acquired as consideration for the disposition of the New Options. ...

In general terms, you are asking us to rule on a situation involving the application of the Paid-Up Capital reinstatement rule of subsection 212.3(9) where previous Paid-Up Capital reductions were made to Cross-Border Classes of Corporations Resident in Canada and “qualifying substitute corporations”, within the meaning of subsection 212.3(4), taking into consideration that one of the Corporations Resident in Canada has the US$ as its Elected Functional Currency. ... In XXXXXXXXXX, CanHoldco 2 and CanHoldco 3 subscribed for XXXXXXXXXX and XXXXXXXXXX Pubco common Shares in consideration for C$XXXXXXXXXX and C$XXXXXXXXXX, respectively. ... While the total amount to be loaned and distributed by Finco to Pubco described in Paragraphs 84, 92 and 100 (US$XXXXXXXXXX) was determined entirely with reference to commercial considerations, the portion of that total that is the Finco Distributions was determined with reference to what was necessary to achieve a full reinstatement of the Net C$ PUC Reduction and the Net US$ PUC Reduction in respect of each of CBC-1, CBC-2 and CBC-3. 109. ...

" "except any benefit... derived from counselling services in respect of... the re-employment or retirement of the taxpayer" Subsection 6(3) "An amount received by one person from another (a) during a period while the payee was an officer of, or in the employment of, the payer, or (b) on account, in lieu of payment or in satisfaction of an obligation arising out of an agreement made by the payer with the payee immediately prior to, during or immediately after a period that the payee was an officer of, or in the employment of, the payer, shall be deemed, for the purposes of section 5, to be remuneration for the payee's services rendered as an officer or during the period of employment, unless it is established that, irrespective of when the agreement, if any, under which the amount was received was made or the form or legal effect thereof, it cannot reasonably be regarded as having been received (c) as consideration or partial consideration for accepting the office or entering into the contract of employment, (d) as remuneration or partial remuneration for services as an officer or under the contract of employment, or (e) in consideration or partial consideration for a covenant with reference to what the officer or employee is, or is not, to do before or after the termination of the employment. ...

Whenever a transaction is reviewed by an auditor the value or FMV will be an audit consideration. ... Under existing legislation, consideration may be given to waiving interest in those instances where an individual is experiencing financial hardship and has no ability to pay the liability in full. ... The GAAR has been recommended for consideration in 26 of these cases. ...

The authorized share capital of Investco consists of: (a) an unlimited number of non-voting Class AX preferred shares with a non-cumulative dividend not exceeding XXXXXXXXXX% per annum, redeemable and retractable for an amount equal to the consideration for which such shares were issued (i.e., $XXXXXXXXXX per share); (b) an unlimited number of non-voting Class BY preferred shares with a non-cumulative dividend not exceeding XXXXXXXXXX% per annum, redeemable and retractable for an amount equal to the consideration for which such shares were issued (i.e., $XXXXXXXXXX per share); (c) an unlimited number of voting Class V preferred shares (one vote per share) with no dividend entitlement, retractable for an amount equal to the consideration for which such shares were issued (i.e., $XXXXXXXXXX per share); (d) an unlimited number of voting Class A common shares (one vote per share); and (e) an unlimited number of non-voting Class B common shares, convertible into Class BY preferred shares at the option of the shareholder on a one-for-one basis. 3. ... Subject to the application of subsection 69(11), the provisions of subsection 85(1) will apply to: (a) the transfer of the shares of Investco held by the Trust to the XXXXXXXXXX Holdcos, as described in Paragraph 27 above; and (b) the transfer of Investco's property to the XXXXXXXXXX Holdcos, as described in Paragraph 30 above; such that the agreed amount in respect of each such transfer will be deemed to be the transferor's proceeds of disposition of the property and the transferee's cost thereof, and the transferor's cost of the shares received as consideration for the disposition. ...