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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 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 agreement; (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. ...

Pour décider s'il y a "contrôle effectif", il faut prendre en considération ce qui suit: 2.1 la loi qui régit la société; 2.2 le registre des actionnaires de la société; 2.3 toute restriction, particulière ou exceptionnelle, imposée soit au pouvoir de l'actionnaire majoritaire de contrôler l'élection du conseil, soit au pouvoir du conseil de gérer l'entreprise et les affaires internes de la société, qui ressort de l'un ou l'autre des documents suivants: des actes constitutifs de la société;2.3.1 2.3.2 d'une convention unanime des actionnaires. 3. Les documents autres que le registre des actionnaires, les actes constitutifs et les conventions unanimes des actionnaires ne doivent généralement pas être pris en considération à cette fin. 4. ...

None of the Class A and Class B shares of the capital stock of Canco5 and the preferred shares of the capital stock of Newco will be, at any time during the implementation of the Proposed Transactions described herein; (a) the subject of any undertaking that is a guarantee agreement; (b) the subject of a dividend rental agreement; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); 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). 24. ... 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. ...

It would depend on the consideration received for each class of shares. ... Par contre, lorsqu'un bien dont il est question au sous-alinéa 20(1)c)(ii) fait l'objet d'une disposition, le bien de remplacement est pris en considération pour déterminer l'application continue de ce sous-alinéa. ...

Reasons: (1) The changes are not considered sufficiently material or significant to result in the creation of a new trust for purposes of the Act and it is submitted that a new trust will not be created under the applicable provincial law. (2) No cash consideration or other proceeds of disposition will be received by the existing unitholders in respect of the re-designation and the attributes of the existing units and the new class F units will be substantially the same. ... Among other things, as consideration for the services provided, Operating LP pays a Management Fee to Operating GP. ...

Les actions privilégiées de catégorie C sont rachetables à un prix égal à la considération reçue lors de l'émission des actions. ... Les AP OPCO2 de XXXXXXXXXX $ seront rachetables au gré de la société ou du détenteur à un prix correspondant à la valeur de la considération reçue lors de leur émission et donneront droit à un dividende mensuel non cumulatif de XXXXXXXXXX %. ...

Other than its obligation to incur the Property 3 Expenditures and the Property 4 Expenditures, respectively, Bco will not give any additional consideration to Aco to acquire its working interests in Properties 3 and 4 on the exercise of the Options. ... Bco’s cost of the shares of Aco received as consideration for such interests would be equal to the elected amount and the increase to the paid-up capital of those shares would not exceed the maximum amount that could be added to the paid-up capital of such shares, having regard to subsection 85(2.1). ...

Pursuant to section XXXXXXXXXX of the BCA, Holdco is not permitted to issue treasury shares until the consideration for the shares is fully paid. ... Within XXXXXXXXXX days of the immediately preceding Proposed Transaction, pursuant to a written agreement (“Purchase Agreement”) Opco will sell XXXXXXXXXX% of the outstanding Holdco Common shares to the Key Employee in exchange for cash consideration (“Purchase Price”) payable in five tranches (“Tranches”) as follows: (a) XXXXXXXXXX% of consolidated net after-tax income of Holdco and the Subsidiaries determined in accordance with IFRS, subject to certain adjustments including for share issuances or consolidations and to add back an amount for taxes arising in connection with the sale of the Holdco Common shares under the Purchase Agreement (“Consolidated Income”) for the first taxation year ending after the Holdco Common shares are sold plus XXXXXXXXXX% of the shareholder equity as of the time of sale and XXXXXXXXXX% of any dividends receivable as of the time of sale determined in accordance with IFRS, payable as soon as practicable after such Consolidated Income, equity and receivables are determined; provided that if the disposition of the Holdco Common shares does not occur at the commencement of a taxation year of Holdco, the first Tranche of the Purchase Price shall be reduced by the portion of Consolidated Income for the year that was earned prior to the disposition; (b) XXXXXXXXXX% of Consolidated Income for the second taxation year ending after the Holdco Common shares are sold, payable as soon as practicable after such Consolidated Income is determined; (c) XXXXXXXXXX% of Consolidated Income for the third taxation year ending after the Holdco Common shares are sold, payable as soon as practicable after such Consolidated Income is determined; (d) XXXXXXXXXX% of Consolidated Income for the fourth taxation year ending after the Holdco Common shares are sold, payable as soon as practicable after such Consolidated Income is determined; and (e) XXXXXXXXXX% of Consolidated Income for the fifth taxation year ending after the Holdco Common shares are sold, payable as soon as practicable after such Consolidated Income is determined, and in any event no later than XXXXXXXXXX years after the end of the taxation year of Holdco in which the Holdco Common shares are sold. ...

The amount specified in respect of each Class B Preferred Share issued to the Estate will be its redemption price of $XXXXXXXXXX and this amount will not exceed the fair market value of the consideration for which the share was issued. 27. ... In connection with issuing the Class C Preferred Shares and Class D Preferred Shares of Newco, Newco will add to the stated capital account maintained for the Class C Preferred Shares of Newco an amount equal to the fair market value of the Class C Preferred Shares of Subco received as consideration for the issuance of the Class C Preferred Shares of Newco, determined at the time of the issuance. ...

As consideration for the property so transferred, each Holdco will assume one-third of the liabilities of DC and each Holdco will issue one Non-Voting Preference Share to DC having a FMV and a redemption amount equal to the amount by which the FMV of the assets of DC transferred to the Holdco exceeds the amount of the liabilities respectively assumed by the Holdco. ... The agreed amount for any particular property included in the subsection 85(1) elections referred to in this paragraph will not be less than the amount of any liabilities treated as being assumed by a Holdco as consideration for the transfer of the particular property and will not exceed the FMV of the particular property. ...