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Technical Interpretation - Internal

24 April 2001 Internal T.I. 2000-0037677 F - DEBENTURES CONVERTIBLES

A company can issue its own shares as "consideration for the acquisition of property", as Lord Greene M.R. said. ... When the directors of a CBCA corporation determine the consideration for the issue of the shares as consideration for property, it is no different from directors of a corporation deciding to issue a certain number of par value shares as consideration for property. ... Rather than consideration being referable to the product of the par value of the share times the number of shares issued, the consideration is referable to the stated capital of the shares being issued as determined by the directors. ...
Ruling

2001 Ruling 2001-0097813 - Spin-off active business invested asssets

The redemption value of the Class F shares will be determined at the time the shares are issued and defined as being an amount equal to the FMV of the consideration received by Newco for the issuance of such shares. 15. ... Pursuant to a director's resolution, Newco will redeem its Class F preferred shares owned by DCo and will issue in consideration therefor to DCo a demand non-interest-bearing promissory note (the "Newco Note") acknowledging an indebtedness equal to the aggregate redemption amount of the Class F preferred shares, as described in paragraph 23. ... Concurrent with the transaction described in paragraph 26, DCo will purchase for cancellation the Class A, Class B, and Class C common shares owned by Newco and in consideration therefor will issue to Newco a demand non-interest-bearing promissory note (the "DCo Note") acknowledging an indebtedness equal to the aggregate FMV of such Class A, Class B, and Class C common shares purchased for cancellation. ...
Ruling

2001 Ruling 2001-0107473 - Split-up Butterfly

As consideration, DC received XXXXXXXXXX preferred shares of Xco, a company controlled by Mr. ... Sib1 will subscribe for XXXXXXXXXX common shares of Holdco1 on incorporation for the aggregate consideration of $XXXXXXXXXX. Sib2 will subscribe for XXXXXXXXXX common shares of Holdco2 on incorporation for the aggregate consideration of $XXXXXXXXXX. ...
Ruling

2002 Ruling 2002-0168463 - REIT with seconded employees

Neither are unit trusts and no one acquired an interest in either for consideration, taking 108(7) into consideration. 8. ... The consideration payable for the interest will be satisfied by the assumption of the mortgage in the approximate amount of $XXXXXXXXXX and the balance of $XXXXXXXXXX will be paid in cash or a combination of cash, Units or the transfer of a convertible debenture. ... The Trust, as partial consideration for the acquisition of these particular Co-Owned Properties, will assume 100% of such indebtedness, which amount does not exceed the fair market value of the undivided interest being acquired by the Trust. ...
Ruling

1998 Ruling 9830573 - BUTTERFLY REORGANIZATION

Upon its organization, XXXXXXXXXX issued one (1) class A common share to XXXXXXXXXX, representing the sole issued and outstanding share in the capital of XXXXXXXXXX, for cash consideration of $XXXXXXXXXX. Upon its organization, XXXXXXXXXX issued one (1) class A common share to XXXXXXXXXX, representing the sole issued and outstanding share in the capital of XXXXXXXXXX for cash, consideration of $XXXXXXXXXX. Upon its organization, XXXXXXXXXX issued one (1) class A common share to XXXXXXXXXX, representing the sole issued and outstanding share in the capital of XXXXXXXXXX, for cash consideration of $XXXXXXXXXX. 10. ...
Ruling

1998 Ruling 9817073 - DISCOUNT BONDS

The Offer was amended on XXXXXXXXXX so that the consideration payable for each BCO share tendered to the Offer is equal to XXXXXXXXXX. The Offer also provides that the maximum number of ACO Non-Voting Shares issuable pursuant to the offer is limited to XXXXXXXXXX% of the total consideration payable and the maximum amount of cash payable by ACO pursuant to the Offer is limited to XXXXXXXXXX% of the total consideration payable. ... Our rulings are based on the Act in its present form and do not take into consideration any proposed amendments to the Act. ...
Ruling

2018 Ruling 2018-0778961R3 - Partial transfer to new funds

Also at that time, the Series D and/or Series O Units held by Exchanging Unitholders in the Participating XXXXXXXXXX Public Fund will be cancelled for no consideration. ... As noted, it is not intended that this holding of units in XXXXXXXXXX will be retained; rather, as described below, New XXXXXXXXXX will dispose of this investment following completion of the foregoing proposed transactions. 1.3.9 Following the completion of the foregoing steps described above, on or shortly after the Effective Day, New XXXXXXXXXX and investors in the XXXXXXXXXX Group will dispose of their Units in XXXXXXXXXX in exchange for cash or in kind consideration. ... The Transferor will receive Units of the Transferee as the sole consideration for such property. ...
Miscellaneous severed letter

7 July 1991 Income Tax Severed Letter 912689 - Qualified small business corporation shares purification

XXXXXXXXXX will each subscribe for 50% of the common shares of Newco with consideration equal to the nominal fair market value of those shares. 13. ... As sole consideration, XXXXXXXXXX will issue to each of XXXXXXXXXX Class B common shares and XXXXXXXXXX Class C preferred shares. ... In consideration Newco will issue to XXXXXXXXXX in full settlement a note in the amount of $XXXXXXXXXX with the same terms as the note issued by XXXXXXXXXX. 24. ...
Ruling

2010 Ruling 2010-0373801R3 - Conversion from a BV to a DC

As sole consideration for the transfer, DC will increase Holdco's membership interest in DC by an amount that will be equal to the fair market value of the FAcos' shares transferred by Holdco to DC. ... As sole consideration for the transfer, DC will increase Newco's membership interest in DC by an amount that will be equal to the fair market value of the FAcos' shares transferred by Newco to DC. ... The cancellation of the shares in the capital of BV on the Conversion in exchange for the issuance of the membership interests in DC will occur on a tax-deferred basis for the purposes of the Act, pursuant to subsection 86(1), such that: (i) the cost to Holdco of the shares of DC receivable as consideration for the cancellation of the BV shares will be deemed to be equal to Holdco's adjusted cost base of its shares of BV immediately before the Conversion; (ii) Holdco shall be deemed to have disposed of the BV shares for proceeds of disposition equal to the cost of the DC shares receivable by Holdco referred to in C(i) above; (iii) the cost to Newco of the shares of DC receivable as consideration for the cancellation of the BV shares will be deemed to be equal to Newco's adjusted cost base of its shares of BV immediately before the Conversion; and (iv) Newco shall be deemed to have disposed of the BV shares for proceeds of disposition equal to the cost of the DC shares receivable by Newco referred to in C(iii) above. ...
Ruling

2005 Ruling 2005-0123631R3 - Thin Capitalization Rules

On XXXXXXXXXX, CanCo transferred its interest in ForeignCo to Can-FHoldCo and received, as consideration, additional shares of Can-FHoldCo. ... On XXXXXXXXXX, Foreign Parent transferred its XXXXXXXXXX% interest in CanCo to Newco and received, as consideration, additional shares of Newco. 19. ... As consideration, CLP will pay LuxFinCo an amount of C$XXXXXXXXXX cash and will issue notes payable to LuxFinCo for the balance (the "CLP Notes"). ...

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