Search - consideration

UScorp2 will sell all of the shares of USco1 to Foreignco2 (so as to avoid split ownership of Amalco) for fair market value consideration. ...

An interest-bearing loan is owing by Bco to Cco (the "Cco-Bco Loan") Proposed transactions Bco will transfer to Newco all its common shares of Cco on a s. 85(1) rollover basis in consideration for Newco issuing common shares and a demand non-interest bearing promissory note (the "Bco-Newco Note"), which is convertible after a specified period at the holder’s option into Newco common shares with an FMV equaling that of the note. ...

Post-Arrangement Transactions 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. ...

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

Permitted exchanges/Three-Party Share Exchange Foreign Sub 1 will concurrently make the following transfers of its shares of DC (which will not be taxable Canadian property): (i) transfer all the DC Special Shares to TC, a newly-incorporated private corporation subsidiary of Foreign Sub 1 (para. 126(a)) in consideration for the issue of common shares of TC; and (ii) transfer all the DC New Common Shares to Foreign Sub 15, a newly-incorporated LLC subsidiary of Foreign Spinco 1 which, in turn will be a non-Canadian subsidiary of Foreign Sub 1 (para. 126(b)). ... DC transfers assets to TC including A Co and E Co (the Foreign Subsidiaries of CFAs) in consideration for the assumption of liabilities and the issuance by TC of preferred shares, so that the proportion of the net business assets received by TC approximates the ratio of the FMV of the DC Special Shares to the FMV of all the issued and outstanding DC shares. ...

Proposed transactions: Spousal Trust will transfer its Class A and B preferred shares of Holdco to Newco in consideration for the Newco Note (in the case of the A's) and voting redeemable retractable non-cumulative Class B preferred shares (in the case of the B's). ...

Permitted exchanges/Three-Party Share Exchange Foreign Sub 1 will concurrently make the following transfers of its shares of DC: (i) transfer all the DC Special Shares to TC, a newly-incorporated private corporation subsidiary of Foreign Sub 1 (para. 126(a)) in consideration for the issue of common shares of TC; and (ii) transfer all the DC New Common Shares to Foreign Sub 15, a newly-incorporated LLC subsidiary of Foreign Spinco 1 which, in turn will be a non-Canadian subsidiary of Foreign Sub 1 (para. 126(b)). ...

ACo will transfer its shares of BCo to Newco for Class 4 preferred shares (in order "to transfer ACo's entitlement to pre-72 CSOH to Newco"), and will elect under s. 85(1) "to ensure that paragraph 88(2.2)(b) applies on the transfer"; PUC will allocated to the Class 4 preferred shares equal to the PUC of the ACo shares held by Newco "to ensure that the deemed dividends on the redemptions [in 4 below] will be equal;" There will be a cross-redemption of shares between ACo and Newco in consideration for promissory note issuances, giving rise to equal dividends (as a result of the PUC of the Class 4 preferred shares of Newco being established with this end in view), with the promissory notes then being set-off. ...

ACo will transfer its shares of BCo to Newco for Class 4 preferred shares (in order "to transfer ACo's entitlement to pre-72 CSOH to Newco"), and will elect under s. 85(1) "to ensure that paragraph 88(2.2)(b) applies on the transfer"; PUC will allocated to the Class 4 preferred shares equal to the PUC of the ACo shares held by Newco "to ensure that the deemed dividends on the redemptions [in 4 below] will be equal;" There will be a cross-redemption of shares between ACo and Newco in consideration for promissory note issuances, giving rise to equal dividends (as a result of the PUC of the Class 4 preferred shares of Newco being established with this end in view), with the promissory notes then being set-off. ...

Amalco will transfer all of the Business 1 assets to BCo in consideration for the assumption of ACo’s obligations and a portion of the Amalco Certificates of Indebtedness and the issuance to Amalco of BCo Membership Shares. ...