Search - consideration

On incorporation, Sib1 will subscribe for XXXXXXXXXX Class "A" common shares of TC1 for nominal consideration and Sib2 will subscribe for XXXXXXXXXX Class "A" common shares of TC2 for nominal consideration. 21. ... The consideration paid by TC1 will be: (i) a promissory note equal to the adjusted cost base of the transferred shares (as determined pursuant to section 84.1) minus $XXXXXXXXXX; and (ii) Class "C" preferred shares having an aggregate redemption and retraction amount equal to the amount by which the aggregate fair market value of the transferred shares of DC exceeds the amount of the non-share consideration. ... As consideration for the transfer of DC's property, TC1 and TC2 will each issue XXXXXXXXXX Class "D" preferred shares to DC. ...

As the sole consideration, Newco 1 will issue XXXXXXXXXX Newco 1 Common Shares to Holdco 1. ... As the sole consideration, Newco 2 will issue XXXXXXXXXX Newco 2 Common Shares to Holdco 2. ... The liabilities assumed as consideration for a property transferred pursuant to subsection 85(1) will not exceed the Agreed Amount in respect of that property. ...

In consideration, XXXXXXXXXX will: (a) assume XXXXXXXXXX obligations under the XXXXXXXXXX Management Services Agreement 2, and (b) issue additional shares in its capital to XXXXXXXXXX. ... In consideration for the transfer, Transferee1 will issue XXXXXXXXXX Transferee1 Common Shares to XXXXXXXXXX No person other than XXXXXXXXXX Will own any shares of Transferee1. ... In consideration for the transfer, Transferee2 will issue XXXXXXXXXX Transferee2 Common Shares to XXXXXXXXXX. ...

Upon the amalgamation, Amalco will issue XXXXXXXXXX common shares to each of XXXXXXXXXX None of the shareholders of Amalco described herein will receive any consideration for the disposition of their shares in XXXXXXXXXX other than the Amalco common shares referred to herein. ... For greater certainty, the liabilities assumed by either of XXXXXXXXXX as consideration for the transfer of any particular eligible property included in the subsection 85(1) elections will not be greater than the agreed amount for such property. ... As consideration for these redemptions, XXXXXXXXXX will each issue a non-interest bearing demand note having a principal amount and fair market value equal to the redemption price of such shares to Amalco. ...

As consideration for the DC Transfer, each of TC1 and TC2, as the case may be, will: a. ... As consideration therefor, TC1 will issue the TC1 Redemption Note to DC, which will have a principal amount and FMV equal to the aggregate redemption amount of the TC1 Special Shares so redeemed. ... As consideration therefor, TC2 will issue the TC2 Redemption Note to DC, which will have a principal amount and FMV equal to the aggregate redemption amount of the TC2 Special Shares so redeemed. ...

Newco 1’s authorized share capital will consist of an unlimited number of: (a) voting and participating common shares without par value, and (b) voting preferred shares ranking in priority to the common shares and carrying a: (i) non-cumulative and discretionary dividend entitlement not exceeding XXXXXXXXXX% of the FMV of the consideration for which they were issued; (ii) redemption/retraction feature for an amount equal to the FMV of the consideration received upon issuance (“Redemption Amount”), subject to a price adjustment clause; and (iii) liquidation entitlement in an amount equal to the Redemption Amount in the event of a liquidation, dissolution or winding up of Newco 1. 29. ... Newco 2’s authorized share capital will consist of an unlimited number of: (a) voting and participating common shares without par value, and (b) voting preferred shares ranking in priority to the common shares and carrying a: (i) non-cumulative and discretionary dividend entitlement not exceeding XXXXXXXXXX% of the FMV of the consideration for which they were issued; (ii) redemption/retraction feature for an amount equal to the FMV of the consideration received upon issuance (“Redemption Amount”), subject to a price adjustment clause; and (iii) liquidation entitlement in an amount equal to the Redemption Amount in the event of a liquidation, dissolution or winding up of Newco 2. 31. ... As consideration therefor, Newco 1 will issue Note 1 to DC and Newco 2 will issue Note 2 to DC which will each have a principal amount and FMV equal to the Redemption Amount of the Newco 1 preferred shares owed by DC and the Newco 2 preferred shares owned by DC, as the case may be, immediately before each such redemption. ...

DC will subscribe for XXXXXXXXXX common shares of DC Subco for consideration in the amount of $XXXXXXXXXX per share. ... DC will purchase for cancellation all of the DC common shares of its capital stock owned by Transferee A for fair market value consideration. ... Each obligation will then be cancelled. 115.1 DC2 will purchase for cancellation all of the Class C Preferred Shares of its capital stock held by Transferee N for fair market value consideration, which consideration will be nominal. 115.2. ...

Our Comments Disposition of Partnership Interest As stated in paragraph 1 of the Interpretation Bulletin IT-460, Dispositions- Absence of Consideration, a disposition can generally be regarded as an event or transaction where possession, control and all other aspects of property ownership are relinquished. Although there is usually a corresponding acquisition of the property by another person and consideration flowing to the person disposing of the property, it is the Canada Revenue Agency's ("CRA") view that neither of these characteristics need always be present for the purposes of the definition of "proceeds of disposition" in section 54 of the Income Tax Act (the "Act"). ...

Réponse de l'Agence des douanes et du revenu du Canada Pour la détermination du contrôle de droit d'une société par actions pour les fins de la Loi, il faut prendre en considération la loi sur les sociétés par laquelle est régie la société par actions, le registre des actionnaires, les statuts et règlements de la société par actions, et toute convention unanime des actionnaires (voir la décision Duha Printers (Western) Ltd.c. ... De plus, à notre avis, il faut aussi prendre en considération le contrat de société d'une société en commandite ou d'une société en nom collectif lorsqu'une telle société détient des actions d'une société par actions. ...