Search - consideration

The issued SisterlossCo Special Shares will not, at any time during the implementation of the Proposed Transactions, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a "guarantee agreement"; (b) the subject of a dividend rental arrangement as that term is defined in subsection 248(1); (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). 21. ...

As a result of XXXXXXXXXX, Pubco proposes to redeem all of the preferred shares of Opco currently held directly or indirectly by Pubco in consideration for the issuance of new common shares of Opco. ...

Without restricting the generality of the preceding statement, it should be noted that nothing in this letter should be interpreted as confirming, either expressly or implicitly, that the CRA has agreed to, reviewed or has made any determination in respect of ACB or PUC of any share of any of the corporations mentioned above, and whether the Facts and Proposed Transactions described herein are, or would be undertaken for fair market value considerations. ...

Under the Agreement, the Defendants agreed to sell, and Purchaserco agreed to purchase, all of the Targetco1 Shares and all of the Targetco2 Shares on the terms and conditions and for the consideration set out in the Agreement. 17. ...

Canco ULC Amalco contributed Debt 1 and Debt 2 to LLC 1 in exchange for the issuance of additional membership units of LLC 1, including, for greater certainty, membership units issued as consideration for the contribution of Debt 1 and Debt 2 pursuant to a price adjustment. ...

Pursuant to the Contract and in consideration for a fair market value fee, the Partnership will provide the ProCorps with certain, facilities, equipment, supplies and personnel that are required in the provision of Professional Services. ...

The Preferred Shares will not, at any relevant time, 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); 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). 45. ...

The Lossco Class B Preferred Shares will not at any time during the implementation of the Proposed Transactions be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as 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); 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). 34. ...

At no time during the implementation of the Proposed Transactions described in this letter will the Preferred Shares be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) as a “guarantee agreement”, including any guarantee, covenant, or agreement to purchase the Preferred Shares and including the lending of funds to or the placing of amounts on deposit with, or on behalf of, Profitco 1 or Profitco 2 or a specified person in relation to either of the foregoing (as contemplated by subsection 112(2.2)) given to ensure that (i) any loss that Profitco 1 or Profitco 2 or a specified person in relation thereto may sustain by reason of the ownership, holding or disposition of the Preferred Shares or any other property is limited in any respect, or (ii) Profitco 1 or Profitco 2 or a specified person in relation to either of the foregoing will derive earnings by reason of the ownership, holding or disposition of the Preferred Shares or any other property; (b) the subject of a dividend rental arrangement (nor will any of the dividends paid on the Preferred Shares in the course of the Proposed Transactions be received as part of a dividend rental arrangement); further, the Preferred Shares will not be the subject of a dividend rental arrangement pursuant to the amended definition of dividend rental arrangement in accordance with the Legislative Proposals to amend the Act issued on July 31, 2015, and including as described in proposed paragraphs (c) and (d) of that definition; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration (nor will Profitco 1 or Profitco 2 receive any other property, directly or indirectly, from an investor or any property substituted therefor) 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 would be related to Lossco (if the Act were read without reference to paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 20. ...

(v) Pursuant to a written agreement and in consideration for a fair market value fee, the Partnership will supply to the ProCorp certain supplies, personnel and equipment that are required to provide Professional Services XXXXXXXXXX. ...