Search - consideration

Position: (1) no (2) no (3) no Reasons: (1) The changes are not so extensive so as to result in a resettlement of the trust and it is submitted that there will be no resettlement as a matter of provincial law. (2) No cash consideration or other proceeds of disposition will be received by the unitholders in respect of the diminishment of their rights as a consequence of the amendments. ... For greater certainty, the CRA has not considered, confirmed or made any determination in respect of: (a) any income tax considerations associated with XXXXXXXXXX, as described in 19 above; (b) whether the Trust Amendments will result in the creation of a new trust under the laws of the Province of XXXXXXXXXX; (c) whether Trust is, at any particular time, a mutual fund trust within the meaning of subsection 132(6) of the Act or a SIFT trust within the meaning of subsection 122.1(1) of the Act; (d) whether any issuance of new equity of Trust, as described in 12, 18 or otherwise, is or would be in excess of the normal growth guidelines for purposes of the section 122.1 of the Act; (e) whether or not an interest in Trust will, at any time, be considered a qualified investment as that term is defined in the Act for purposes of any Deferred Plan; and (f) whether the attributes relating to the Series A Preferred Units, as described in 13 above, represent current market conditions. ...

The value of its net investments was € XXXXXXXXXX, and XXXXXXXXXX% of the Fund's investments consisted of liquid assets, which are invested so as to ensure that there is always sufficient liquidity available for future redemptions and to fund property acquisitions that are continually under active consideration by GERMANCO on behalf of the Fund. ... Capital Requirements-A capital investment company is obliged to ensure that it meets minimum initial capital and additional fund requirements and, for this purpose, investment asset pools that are managed by the investment company are not taken into consideration. (§ 2(2)) Custodian Bank 11. ...

A ou au décès de Bénéficiaire 5. m) Aucun des Bénéficiaires du revenu ne pourra, sous aucune considération, utiliser le capital de cette Fiducie. ... Le montant du reçu officiel sera établi par chacune des fondations en fonction de la JVM de la participation au capital acquise dans la Fiducie, et les critères suivants seront pris en considération: Les types de placements acquis par la Fiducie (risque, rendement historique, etc); Le taux d'intérêts courant; L'espérance de vie du Bénéficiaire du revenu attribuable à la Fondation et, dans le cas de la Fondation 4 et de la Fondation 5, de l'espérance de vie de M. ...

No cash consideration or other proceeds of disposition will be received by the unitholders in respect of the removal of the redemption right or the issuance of the preferred units. ... Definitions In this letter, unless expressly stated, the following terms have the meanings specified: "ACo" means XXXXXXXXXX; "Act" means the Income Tax Act (Canada), R.S.C. 1985 (5th Supp.), c.1, as amended; unless otherwise indicated, all references herein to statutory provisions are references to the Act; "Available Funds" means, at any particular time, the amounts determined by the Trustees to be available for distribution to the Preferred Unitholders at such time; "CRA" means the Canada Revenue Agency; XXXXXXXXXX; "closed-end trust" means a trust that qualifies as a unit trust under paragraph 108(2)(b) of the Act; "Declaration of Trust" means the declaration of trust dated XXXXXXXXXX pursuant to which Trust was formed under the laws of the XXXXXXXXXX, as may be amended, supplemented and/or restated from time to time; "Deferred Income Plans" means trusts governed by any of registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans or tax-free savings accounts; "Exchangeable Securities" means any securities of any trust, limited partnership or corporation other than Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefor; "General Partner" means XXXXXXXXXX, a corporation incorporated under the laws of Canada by Articles of Incorporation dated XXXXXXXXXX, and which acts as the general partner of Limited Partnership; "General Partner 2" means XXXXXXXXXX which acts as the general partner of Limited Partnership 2;"Limited Partnership" means XXXXXXXXXX, a limited partnership established under the laws of the XXXXXXXXXX on XXXXXXXXXX; "Limited Partnership 2" means XXXXXXXXXX; "mutual fund trust" has the meaning ascribed thereto in subsection 132(6) of the Act; "open-end trust" means a trust that qualifies as a unit trust under paragraph 108(2)(a) of the Act; "Permitted Income Percentage" means in respect of the income derived from the Class A LP Units of Limited Partnership owned by Trust, the amount determined by multiplying 100 by a fraction the numerator of which is the income derived from, or from the disposition of, the Permitted Investments of Limited Partnership and the denominator of which is all of the income of Limited Partnership; "Permitted Investment" means any property described in clauses 108(2)(b)(iii)(A) to (G) of the Act; "Permitted Investment Percentage" means in respect of the Class A LP Units of Limited Partnership owned by Trust, the amount determined by multiplying 100 by a fraction the numerator of which is the fair market value of the Permitted Investments owned by Limited Partnership and the denominator of which is the fair market value of all of the property owned by Limited Partnership; "Preferred Distribution" means, in respect of each series of Preferred Units, the amount determined by multiplying the Preferred Unit Rate of Return for such series of Preferred Units by, if the Preferred Unit Rate of Return is a percentage, the aggregate of the subscription prices for such Preferred Units and, if the Preferred Unit Rate of Return is an amount, the number of then issued and outstanding Preferred Units, and then multiplying the result by the Preferred Distribution Ratio; "Preferred Distribution Period" means each calendar month (or such other calendar period as selected by the Trustees); "Preferred Distribution Ratio" means the number of months in a Preferred Distribution Period divided by 12; "Preferred Unit" means a participating unit of Trust, XXXXXXXXXX; "Preferred Unitholder" means a holder of Preferred Units; "Preferred Unit Rate of Return" means the specified amount or rate of return in respect of a particular series of Preferred Units as determined by the Trustees and set out in the Certificate of Preferred Unit Terms respecting that particular series of Preferred Units; "Proposed Transactions" means the transactions described in paragraphs 21 to 30 inclusive herein; "real estate investment trust" has the meaning ascribed to the term "real estate investment trust" in subsection 122.1(1) of the Act; "Redemption Right" means a feature of the Units which provides a Unitholder with the option to require Trust to redeem the Units; "Special Voting Unit" means a non-participating, voting interest in Trust as described in paragraph 5 herein; "Trust" means XXXXXXXXXX, a trust established under the laws of the XXXXXXXXXX on XXXXXXXXXX; XXXXXXXXXX; "Trustees" means the individuals that act as trustees of Trust in accordance with and subject to the provisions of the Declaration of Trust, and which as of XXXXXXXXXX consist of XXXXXXXXXX Canadian residents; "Trust Units" means the Preferred Units and the Units; XXXXXXXXXX; "Unit" means a participating, voting unit of Trust, as described in paragraph 4 herein; "Unitholder" means a holder of Units; and "USCo" means XXXXXXXXXX described in paragraph 16 herein. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: a) the subject of any undertaking that is a guarantee arrangement; b) the subject of a dividend rental arrangement; c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); d) issued for consideration that is or includes: i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

Lossco will subscribe for Newco Common Shares for nominal consideration. 10. ... The issued Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) of the Act as a "guarantee agreement"; (b) the subject of a dividend rental arrangement as that term is defined in subsection 248(1) of the Act; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a) of the Act; or (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 19. ...

The following transactions will occur in the year in which the loss consolidation arrangement will be unwound (the "Unwind Year"), immediately following the payment of the dividend for that year described in Paragraph 22: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The ACo Common Shares and the Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is a guarantee agreement as contemplated in subsection 112(2.2); (b) the subject of a dividend rental arrangement as contemplated in subsection 112(2.3); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 40. ...

Daughter and Son will not receive any consideration whatsoever in return for consenting to the Proposed Transactions. 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 and 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 following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: a) the subject of any undertaking that is a guarantee arrangement; b) the subject of a dividend rental arrangement; c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); d) issued for consideration that is or includes: i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

Apart from XXXXXXXXXX transactions in which its shares were issued as consideration for the purchase of shares of other corporations, (endnote 2) CanULC generally (endnote 3) received USD funds as consideration for the issuance of the shares of its capital stock in the past. ...