Search - consideration

On the day for settlement of a redemption/repurchase transaction, there will be, in quick succession, a transfer by the registered plan of its Trust units to Buyco, a redemption of such units in the hands of Buyco for USco shares, and the repurchase of such shares by USco for consideration consisting of it directing that funds in a Canadian bank deposit previously held for it will thereupon be held for the benefit of the plan, thereby satisfying its obligation to pay the share repurchase price to Buyco, and Buyco’s obligation to pay the purchase price for the Trust units. ...

Parent Amalco engaged in various transactions to increase the PUC of its shares of a Canadian subsidiary (“Corporation”) to their adjusted cost base or ACB including transferring a Canadian royalty interest (providing a net smelter return) and shares of four subsidiaries (having, depending on the subsidiary, an FMV higher or lower than their PUC, before giving effect to full s. 111(4)(e) step-ups of the appreciated shares) in consideration for preferred shares with a PUC equal to the s. 85(1) elected amount. ...

One of the preliminary transactions on which CRA did not rule was the sale by Partnerships C and D of Canadian resource properties (CRP) to ParentCo for cash consideration so as to reduce the balances in their successor CCEE and CCOGPE, thereby minimizing the risk of s. 66.7(16) applying as a consequence of CRP transfers to ParentCo on their windings-up. ...

CRA ruled on pipeline transactions in which the trust would transfer its remaining Holdco 2 preferred shares to another existing family holding company (Holdco 1) in consideration for Notes 1, 2 and 3 of Holdco 1, and then distribute (apparently, immediately) Notes 2 and 3 pursuant to s. 107(2) to Child 1 and 2, respectively and receive repayment of Note 1 to fund its capital gains tax. ...

Canco will sell all of its shares of CFA to Canco’s foreign parent for cash consideration equal to their fair market value and elect under s. 93(1) to the extent of any capital gain. ...

In addition to numerous transactions to properly package the Segment, the Plan-of-Arrangement transactions included the REIT settling the New REIT, subscribing a modest amount (in the form of a REIT note issued by it to New REIT) in consideration for New REIT units equal in number to the number of outstanding REIT units, distributing a modest amount of cash to a depositary for its unitholders, and selling its units of the New REIT to the unitholders for such cash. ...

The Direct Subtrusts will simultaneously transfer their assets to Trust A (newly formed by Taxpayer, which holds one unit) for no consideration other than the assumption of their liabilities, so that they cease to exist; and Trust A will not file the election in s. 248(1) – disposition, (f)(v) with a view to that disposition exclusion applying. ... Trust A will transfer all of its property to REIT #2 for no consideration other than the assumption of secured debts (with any unsecured debts being paid off by Trust A) – so that Trust A will cease to exist. ...

Drop-down of Canadian Spin-off Business to Newco DC will transfer its assets of the Spin-off Business to a newly-incorporated subsidiary (Newo) in consideration for assumption of liabilities and the issuance of common shares (para 74-75). ... DC transfers its common shares of Newco to TC in consideration for TC preferred shares (para. 80). ...

Subco 1 will transfer the "Subco 1 Retained Business" solely in consideration for the "Sale Note. ... DC will transfer its Subco 1 shares to Spinco in consideration for "Spinco Redemption Shares," with a joint s. 85(1) election filed. ...

As Holdco is not permitted under the BCA to issue treasury shares until the consideration for the shares is fully paid (so that Holdco may not issue treasury shares to the Key Employee on an earnout basis), the Shareholders will instead sell a portion of their Holdco shares to Opco, who will then sell those shares to the Key Employee on an earnout basis. ... Accordingly, within 30 days, Opco will sell (pursuant to the “Purchase Agreement”) those Holdco Common shares to the Key Employee in exchange for cash consideration (the “Purchase Price”) payable in five tranches as follows: X% of consolidated net after-tax income of Holdco and the Subsidiaries under IFRS, subject to adjustments for dilutive etc. events and for the add-back of taxes arising on the sale under the Purchase Agreement (“Consolidated Income”) for the first taxation year ending after the Holdco Common shares are sold (but excluding the portion thereof earned before the disposition of such shares), plus X% of the shareholder equity as of the time of sale and X% of any dividends receivable at that time, payable as soon as practicable after such amounts are determined; and specified percentages of the Consolidated Income for the second, third, fourth and fifth taxation year ending after the Holdco Common shares are sold, payable as soon as practicable after it is determined for each such year and, in any event, no later than five years after the end of such taxation year of the sale. ...