Search - consideration

The Class B Preferred Shares of the capital stock of Cco held by Bco have been issued as consideration for the transfer of Bco's former XXXXXXXXXX business assets, including XXXXXXXXXX in the course of a related party transaction governed by the provisions of subsection 85(1) that occurred on XXXXXXXXXX. 6. ... In consideration for the Aco shares transferred, Cco will use a portion of the proceeds of the Cco Loan to pay to ParentAco $XXXXXXXXXX in cash, and will issue to ParentAco one preferred share of its capital stock. For corporate law purposes, the addition to the stated capital account of the preferred share issued by Cco as consideration for the shares of the capital stock of Aco transferred by ParentAco to Cco, will be equal to the fair market value of the Aco shares less $XXXXXXXXXX. ...

CanOpco 3 will sell its shares of FA 1 to Parent for cash consideration equal to the fair market value of these shares. 29. Can Opco 2 will sell its US Newco common shares to Parent for cash consideration equal to the FMV of these shares. 30. Can Holdco will sell its XXXXXXXXXX shares of US Holdco 1 to Parent, for cash consideration equal to the FMV of these shares. 31. ...

“Acquisition of share capital” Shares of a corporation can be issued at any time, for any consideration. ... Thus, a shareholder of a corporation usually acquires, for a consideration, the shares that entitle him to the profits of the corporation. This is to be contrasted with the beneficiaries of a trust who need not provide valuable consideration in order to receive their beneficial interest in the trust. ...

2009 Ruling 2009-0337651R3- Reverse Earnout- Application of 12(1)(g) Unedited CRA Tags 12(1)(g) 54 Principal Issues: Will paragraph 12(1)(g) of the Act apply to amounts received by a Canadian resident vendor, resulting from a long-term reverse earnout agreement, where the earnout agreement otherwise reflects contingent consideration in respect of the disposition of shares of a XXXXXXXXXX subsidiary? ... Negotiations are ongoing and while a final draft of the purchase and sale agreement is not currently available, it is anticipated that the final form of the purchase and sale agreement for the Target Shares, which will be governed by the law of XXXXXXXXXX, will include the key terms as described in paragraphs 3.2 to 3.10 below. 3.2 The Vendor and the Purchaser will agree that at Closing, the Target will not hold the Excluded Assets, nor will it be responsible for the Excluded Liabilities. 3.3 The Purchase Price will be equal to approximately XXXXXXXXXX and will consist of the following components: (a) XXXXXXXXXX payable in cash at Closing; (b) an amount equal to the amount of the Surplus Assets, payable at or immediately following Closing in cash, cash equivalents or a combination thereof (in Purchaser's sole discretion); (c) XXXXXXXXXX payable in cash no later than the XXXXXXXXXX anniversary following the Closing, and (d) XXXXXXXXXX (which is anticipated to constitute a significant percentage of the Purchase Price) payable without interest in cash, in quarterly amounts, commencing for the quarter ended XXXXXXXXXX and for each full quarter thereafter, payable no later than XXXXXXXXXX days following the last date of each quarter, with each such payment to be in an amount that is equal to XXXXXXXXXX % of the Quarterly Additional Product Consideration for such quarter. 3.4 Notwithstanding the payment terms set forth in paragraph 3.3(d) above, upon at least XXXXXXXXXX business days' written notice to the Vendor, at any time or from time to time, as applicable, the Purchaser or an affiliate thereof may pay the Vendor any or all of the balance of the Obligation not previously paid to the Vendor based on the Quarterly Additional Product Consideration pursuant to paragraph 3.3(d). ... In other words, the Purchase Price will be reduced by the unpaid amount of the Obligation if the cumulative amount of the Quarterly Additional Product Consideration received by the Target and/or any successor or permitted assignee thereof (XXXXXXXXXX % of which is paid or payable to the Vendor under paragraph 3.3(d) above) during the period ending on the Threshold Anniversary is less than the Threshold Amount. ...

G Co will transfer all of the common and preferred shares in N1 to N2 in consideration for preferred shares of N2. ... E Co will transfer XXXXXXXXXX common shares of H Co to QSub1 in consideration for additional common shares of QSub1. ... H Co will transfer all the shares of N2 to QSubl in consideration for additional common shares of QSubl. ...

FA2 subscribed to newly-issued common shares of FA3 for fair market value consideration amounting to the U.S. dollar equivalent of XXXXXXXXXX. 17. FA3 subscribed to newly-issued common shares of FA4 for fair market value consideration amounting to the U.S. dollar equivalent of XXXXXXXXXX. 18. FA2 subscribed to newly-issued common shares of FA5 for fair market value consideration amounting to the U.S. dollar equivalent of XXXXXXXXXX. 19. ...

A respectively subscribed for their XXXXXXXXXX Class B Common non-voting shares for cash consideration of $XXXXXXXXXX per share ($XXXXXXXXXX in aggregate) on XXXXXXXXXX 5) Mr. ... A each acquired an additional XXXXXXXXXX class G preferred non-voting shares as consideration for XXXXXXXXXX class B common non-voting shares of BCo on XXXXXXXXXX. ... As consideration, Newco will issue XXXXXXXXXX class G preferred non-voting shares and XXXXXXXXXX class A common voting shares of Newco to Mr. ...

Newco will issue common shares of its capital stock to Parent for nominal consideration. ... Lossco will issue common shares of its capital stock to Parent for nominal consideration. ... The Subsidiary will subscribe for common shares of Newco for nominal consideration. ...

The consideration for this transfer was paid in full by Bidco by the issuance to BuyerSubco III of common shares of Bidco. ... Bidco will subscribe for common shares of the capital stock of Newco II for a nominal cash consideration. 43. ... Bidco will transfer all of the common shares of the capital stock of Target to Newco I for FMV consideration. ...

The amounts could also be considered as an inducement for the purposes of paragraph 12(1)(x) as the contractor is obliged to release the licencee from any claims as consideration for the receipt of the amount. ... The terms of the Release make it clear that XXXXXXXXXX received the payment from the Trust in consideration for the reduction of the contract and in consideration for XXXXXXXXXX releasing each other from any claims in respect of this reduction. ... Consequently, it is arguable that the Lost Opportunity Amount represents an inducement for the purposes of paragraph 12(1)(x) as XXXXXXXXXX was obliged to act in a certain manner as consideration thereof. ...