Search - consideration

En pareil cas, s'il est raisonnable de conclure que l'existence distincte des sociétés est motivée essentiellement par des considérations fiscales, les sociétés seront réputées associées l'une à l'autre. ... Une analyse des opérations et des états financiers des deux sociétés révélait clairement la prise en compte d'un certain nombre de considérations fiscales par M. ...

Position: (1) no (2) no (3) no Reasons: (1) The changes are not considered material or significant 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. ... Unitholders will not receive any financial compensation or proceeds of any kind whatever, as consideration for the issuance of the XXXXXXXXXX Preferred Units; nor will Units be redeemed or cancelled as a result of the issuance of the XXXXXXXXXX Preferred Units. 24. ...

No other consideration will be received by any holder of the Common Shares. ... Comments Nothing in this ruling letter should be construed as implying that the Canada Revenue Agency has agreed to, reviewed or has made any determination in respect of: (a) the FMV or ACB of any property or the PUC of any shares referred to herein; (b) foreign law or foreign tax considerations; or (c) any tax consequences relating to the facts and Proposed Transactions described herein other than those specifically described in the rulings given above. ...

Immediately following the payment of interest to Lossco, described in Paragraph 22, the following transactions will occur to unwind the loss consolidation arrangement: (a) Newco will redeem the Newco Preferred Shares held by A Co 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 subparagraph112(2.4)(b)(i),or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

Prior to XXXXXXXXXX, USSub sold the USSub Note to USco for cash consideration equal to the fair market value of the USSub Note. 19. ... On or before XXXXXXXXXX, USSub will sell the USSub Debentures to USco, for cash consideration equal to the fair market value of the USSub Debentures. 21. ...

On or around XXXXXXXXXX, SubCo proposes to transfer the Expansion Wells and the Leases forming part of the Expansion Lands (the "Property") to Partnership 2 as follows: (a) SubCo will transfer the Property to Partnership 1 in consideration for an additional partnership interest in Partnership 1. ... (b) Partnership 1 will transfer the Property to Partnership 2 in consideration for an additional partnership interest in Partnership 2. ...

(c) The Net Profits of the Partnership are divided amongst the Partners giving consideration to the billings and collections attributed to the Partners, the overhead attributed to the Partners, the business relationships between the Partners and clients, the generation of work by the Partners for associates and employed XXXXXXXXXX and the contribution of the Partners to the operation of the Partnership. ... Pursuant to the Contract and in consideration for a fair market value fee, the Partnership will provide the Contracting Company with certain facilities, equipment, supplies and personnel that are required to provide the Professional Services. 25. ...

B Co and C Co will enter into an agreement whereby B Co will sell its common shares in E Co to C Co in consideration for common shares having a fair market value equal to the fair market value of the E Co common shares. ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of a dividend rental agreement; (b) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (c) 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). ...

DEFINITIONS In this letter, all monetary amounts are expressed in Canadian dollars unless otherwise indicated, and the following terms or expressions have the meaning specified: "Act" means the Income Tax Act R.S.C. 1985 (5th Supp.) c.1 as amended from time to time and consolidated to the date of this letter and unless otherwise expressly stated every reference herein to a part, section or subsection, paragraph or subparagraph, and clause or subclause is a reference to the relevant provision of the Act; "BCA" means the Business Corporations Act (XXXXXXXXXX); "Canadian controlled private corporation" ("CCPC") has the meaning assigned by subsection 125(7); "Contracting Professional Corporation" means a corporation that is or will be incorporated pursuant to the BCA and licensed by XXXXXXXXXX to carry on the practice of XXXXXXXXXX in the Province and engaged by the Partnership to provide Professional Services as independent contractors; "Controlling Shareholder" means an Electing Partner who will provide Professional Services to the Partnership as an employee of the particular Contracting Professional Corporation; XXXXXXXXXX "CRA" means the Canada Revenue Agency; "Electing Partner" means a Partner who elects to provide Professional Services to the Partnership through a Contracting Professional Corporation; "Fees" means the fair market value to be paid by the Partnership to a particular Contracting Professional Corporation as consideration for Professional Services rendered by the Contracting Professional Corporation; XXXXXXXXXX "Income Distribution Plan" means the agreement entered into by the Partners dated XXXXXXXXXX, which is effective as of XXXXXXXXXX, and which is deemed to form part of the Partnership Agreement. ... Provided that the amount of the Partnership income allocated to each Named Partner is reasonable, having regard to all the relevant circumstances, the sharing of the income between the Partners will not be subject to adjustment pursuant to subsection 103(1) of the Act solely as a result of the Partners being allowed, pursuant to amendments to the Partnership Agreement described herein, to incorporate a Contracting Professional Corporation and to provide all of his or her Professional Services to the Partnership through that Contracting Professional Corporation in consideration for the Fees. ...

On XXXXXXXXXX, Acquireco, directly and indirectly, acquired approximately XXXXXXXXXX % of the issued and outstanding common shares of Target pursuant to a take-over bid in consideration for cash. ... The Preferred Shares will not be the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or issued for consideration that is or includes: 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 any right of the type described in subparagraph 112(2.4)(b)(ii). 35. ...