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As a consequence, this disposition XXXXXXXXXX in a taxable transaction where the proceeds of disposition will be $XXXXXXXXXX. 11.The shares of XXXXXXXXXX, as described in paragraph 10 above, were acquired by XXXXXXXXXX in consideration for common shares of XXXXXXXXXX elected, pursuant to subsection 85(1) of the Act, that the proceeds of disposition of the XXXXXXXXXX properties was XXXXXXXXXX. 12.On XXXXXXXXXX transferred the following assets to its wholly-owned subsidiary, XXXXXXXXXX FMV XXXXXXXXXX 13.As consideration for the assets transferred, XXXXXXXXXX received XXXXXXXXXX common shares of XXXXXXXXXX No election XXXXXXXXXX filed pursuant to subsection 85(1) of the Act with respect to this transfer such that the transfer XXXXXXXXXX fully taxable transaction for the purpose of the Act. 14.The XXXXXXXXXX common shares have a PUC, ACB and fair market value of $XXXXXXXXXX and represent approximately XXXXXXXXXX% of the total assets of XXXXXXXXXX. 15. ... The shares issued will be in consideration for the transfer of shares of XXXXXXXXXX. ... The consideration received for the shares is estimated at $XXXXXXXXXX per share or in total $XXXXXXXXXX This is the value that has been attributed to the XXXXXXXXXX that are held by XXXXXXXXXX. 23.Provided that the XXXXXXXXXX Shareholders approve the Subscription Agreement, there will be concurrent subscription of shares of XXXXXXXXXX The cash obtained from this share subscription will be used for working capital purposes. ...

The Shipcos will pay fair market value consideration for Mgtco’s services. 16. ... Mgtco will pay fair market value consideration for Crewco’s services. 17. ... New Charterco will pay fair market value consideration to the Shipco’s for their services. ...

On XXXXXXXXXX, Canco Predecessor 1 acquired (i) the shares of Canco Sub 1 from Forco in consideration for shares in the capital of Canco, and (ii) the shares of Canco Predecessor 2 from Canco Creditor 1 in consideration for Canco Creditor 1 Note. 4. ... New Partnership will then transfer the note to New Holdco in consideration for a promissory note of New Holdco. ... The transactions described in Paragraph 55(a), (b) and (c) are driven solely by business considerations. ...

The purpose of the foregoing adjustment to the Series 2 Exchange Ratio is to proportionately reduce the entitlement of the holders of Series 2 Exchangeable Shares to Class A Units in the event they redeem Series 2 Exchangeable Shares in consideration for Class A Units after the XXXXXXXXXX anniversary of the Closing Date but before the Subordination End Date to the extent that average quarterly distributions made on the Class B Units are less than the target average quarterly distributions of $XXXXXXXXXX per unit (i.e. ... In Paragraph 31, delete the first sentence and replace it with "Each of the Tax-Deferred Shareholders will sell a portion of its common shares in Holdings to Acquireco 1 in consideration for Series 1 and Series 2 Exchangeable Shares of Acquireco 1 (and corresponding Special Voting Units), which will reflect the retained interest of the Tax-Deferred Shareholders in the Fund. ... Subparagraph 44(a.1) is added and states that: "each holder of Series 2 Exchangeable Shares of Acquireco 1 will receive exchangeable shares of Amalco with substantially similar terms (also referred to hereinafter as the "Series 2 Exchangeable Shares") on a one-for-one basis in consideration for Series 2 Exchangeable Shares of Acquireco 1;" Changes to PURPOSE OF PROPOSED TRANSACTIONS 18. ...

The XXXXXXXXXX shares are preferred non-voting shares, entitled to a monthly non-cumulative dividend of XXXXXXXXXX% of the amount of the consideration for which the shares were issued and redeemable and retractable for the consideration for which such shares were issued. ... As sole consideration therefor, Nasco will issue XXXXXXXXXX additional voting common shares (XXXXXXXXXX) to ACO. ... As consideration therefor, New BCO will issue to BCO an additional XXXXXXXXXX common shares. ...

Although the Newco Class G preferred shares have a par value of $XXXXXXXXXX each the aggregate par value of the Newco Class G Preferred shares to be issued as consideration for the DC Common shares and the aggregate par value of the Newco Class G Preferred shares to be issued as consideration for the DC Class B Preferred share will not exceed the aggregate PUC of the DC shares of the particular class to Mr. ... The consideration received by DC for each Eligible Property will include Newco Class H Preferred shares. ... In addition, the par value of the Newco Class H Preferred shares that will be issued as consideration for an Eligible Property will not exceed the cost of the Eligible Property to Newco (as determined by the provisions of section 85) less the aggregate of the fair market value of any liabilities of DC assumed by Newco as consideration for the Eligible Property and the fair market value of the portion of the Newco Asset Purchase Note allocated as consideration for the particular Eligible Property. 15. ...

Newco 3 will subscribe for a nominal number of common shares of each of Newco3Sub1, Newco3Sub2 and Newco3Sub3 for nominal consideration. ... C will subscribe for one common share in the capital of Newco 1, Newco 2 and Newco 4, as the case may be, for nominal consideration. ... Newco 1 will subscribe for a nominal number of common shares of each of Sub-Newco1A and Sub-Newco1B for nominal consideration. ...

The Class B Common Shares of BCo were issued for cash consideration to ACo (or a predecessor company) and the Vendors in XXXXXXXXXX, and are currently owned as follows: Shareholder Consideration in XXXXXXXXXX $ Number of Class B Common Shares Issued ACo XXXXXXXXXX XXXXXXXXXX Vendors XXXXXXXXXX XXXXXXXXXX Total XXXXXXXXXX XXXXXXXXXX 12. ... ACo has subscribed for and GP Co has issued XXXXXXXXXX common shares of GP Co to ACo for an aggregate consideration of $XXXXXXXXXX. ... BCo will receive additional Class A Units of New LP as consideration for the transfer of assets by BCo to New LP, as described in paragraph 21 below, and (b) ACo, which intends to subscribe for Class B Units of New LP for cash consideration from time to time as funds are required by New LP. ...

The XXXXXXXXXX Note has a principal amount equal to the agreed amount for the purposes of the subsection 85(1) election. 29.The XXXXXXXXXX common shares issued as the balance of the consideration for the XXXXXXXXXX shares had a fair market value equal to the fair market value of the XXXXXXXXXX shares less the principal amount of the XXXXXXXXXX Loan. ... Consideration for the shares of XXXXXXXXXX shares consisted of (i) an interest bearing note payable to XXXXXXXXXX ("XXXXXXXXXX Note 2") and (iii) common shares of XXXXXXXXXX. 42.With respect to the transfer of the XXXXXXXXXX shares, XXXXXXXXXX will file a joint election under subsection 85(1) within the time referred to in subsection 85(6). ... Our ruling is based on the Act in its present form and does not take into consideration any proposed amendments to the Act. ...

Parent transferred cash to Acquisico 2 in consideration for common shares. d. ... Parent transferred cash to Acquisico 1 in consideration for common shares. e. ... On the Effective Date, Acquisico 2: a. made a loan to Sub 1 in consideration of which Sub 1 issued Note 4; and b. made a loan to GP 1 in consideration of which GP 1 issued Note 5. 27. ...