Search - consideration

The remaining balance of XXXXXXXXXX% of the issued and outstanding shares of Forco 5 owned by CanSpin1-Forsub7 were disposed of to one of its other shareholders, a third party that is unrelated to Foreign Pubco, for consideration that consisted only of cash. ... (c) Each Canadian TC 1 Special Share will be redeemable and retractable, subject to applicable law, at any time at the option of the holder or Canadian TC 1 for a redemption amount (the “Canadian TC 1 Redemption Amount”) equal to the quotient obtained when: (A) the FMV of the consideration paid to Canadian TC 1 for the issuance of the Canadian TC 1 Special Shares, is divided by: (B) the number of Canadian TC 1 Special Shares issued as consideration for the Distribution Property 1; plus that amount which is equal to all declared but unpaid dividends on such Canadian TC 1 Special Share. ... (c) Each Canadian TC 2 Special Share will be redeemable and retractable, subject to applicable law, at any time at the option of the holder or Canadian TC 2 for a redemption amount (the “Canadian TC 2 Redemption Amount”) equal to the quotient obtained when: (A) the FMV of the consideration paid to Canadian TC 2 for the issuance of the Canadian TC 2 Special Shares, is divided by: (B) the number of Canadian TC 2 Special Shares issued as consideration for the Distribution Property 2; plus that amount which is equal to all declared but unpaid dividends on such Canadian TC 2 Special Share. ...

An heir or creditor of a founder may only contest the Anstalt, if it was formed in favor of third party beneficiaries without valuable consideration. ... Any income received without valuable consideration may be withdrawn from beneficiaries by creditors unless the income is for the defrayal of the essential maintenance of the beneficiaries, or beneficiaries' spouse and children not provided for. 5) According to an addendum, dated XXXXXXXXXX, which was attached to an excerpt from the Public Register of Liechtenstein, the following information was established with respect to beneficiaries: (i) As long as the donor remains alive, there will be no third party beneficiaries (ii) Upon the donor's death, the sole beneficiary shall be the donor's spouse (iii) Upon death of the donor and his spouse, the beneficiaries shall be the children. ... Upon the death of the donor, the board of trustees would require consent from all beneficiaries. 6) As mentioned in technical interpretation 2008-0300511I7 dated September 28, 2009, an Anstalt generally has the following characteristics: Legal personality; Ability to own property; Could sue and be sued; Rights and obligations of its own; Ability to conduct various business pursuits; Limited Liability for the Members; Management centralized in a board of directors elected by the Founder; The Founder's Rights Holder has the right to appoint and remove the Directors; The Founder's rights are assignable and transferable; The Anstalt is incorporated by Articles of Association (like articles of incorporation) and not by a trust deed; A contribution of capital is made to the Anstalt and the minimum amount of capital is fixed by the Anstalt legislation; The beneficiaries did not pay for their interest in the Anstalt and are not entitled to vote; The beneficiaries are named in the Article of Association and are irrevocably entitled to the benefits of the Anstalt; The beneficiaries may derive a present or future advantage from the assets of the Anstalt, be it a share in the revenues or a share in the assets of the Anstalt even if they did not pay any consideration for that right. ...

(emphasis added) It should also be noted that jurisprudence suggests that expenses may satisfy the purpose test under consideration notwithstanding that the relevant mine is not completed and therefore would never attain "production in reasonable commercial quantities". ... It is our understanding that XXXXXXXXXX of the XXXXXXXXXX Act of the Province of XXXXXXXXXX provides, and provided during the period under consideration, in part, as follows: XXXXXXXXXX XXXXXXXXXX As such, upon XXXXXXXXXX delivering the application as required under the provincial legislation quoted above, it would have a right to the issuing of the appropriate mining lease, conditional upon certain specified requirements being met. ... (emphasis added) XXXXXXXXXX In a situation where, after consideration of all of the facts and circumstances of that situation, it is ultimately concluded that a taxpayer, having earlier decided to proceed with a particular mining project has abandoned that project it is possible that certain expenses incurred by the taxpayer will satisfy the Test. ...

The terms and conditions under which the DC New Preferred Shares are issued will specify an amount for which each Share is to be redeemed, acquired or cancelled (together with, where so provided, any accrued and unpaid dividends thereon) and that amount so specified will not exceed the FMV of the consideration for which the Share was issued. ... The terms and conditions under which the TC Preferred B Shares are issued will specify an amount for which each Share is to be redeemed, acquired or cancelled (together with, where so provided, any accrued and unpaid dividends thereon) and that the amount so specified will not exceed the FMV of the consideration for which the Share was issued. ... Contemporaneously with the redemption of the DC New Preferred Shares, DC will repurchase for no consideration all of its issued DC New Common Shares, except those DC New Common Shares held by Owner 1 TD. 25. ...

(a) The sole consideration to be paid by the Trust for the Royalty will be an amount equal to the fair market value of the Royalty, which consideration will be satisfied by the issuance by the Trust to LP2 of an interest-free promissory note payable on demand with a principal amount and fair market value equal to the fair market value of the Royalty (referred to herein as the "Trust Note"). (b) The Trust Note will contain a price adjustment clause providing for self-adjustment to the fair market value of the Royalty (in consideration for which the Trust Note is issued) as of the time that the Royalty is created and granted. ...

Canco1 will transfer all of the issued and outstanding Forco1 shares and the Forco1 Receivable to Finco in consideration for MRPS. 23. Canco1 will transfer all of the issued and outstanding Finco shares (being the ordinary shares acquired on incorporation and the MRPS acquired in consideration for the transfer of the Forco1 shares and the Forco1 Receivable) to Canco2 in consideration for Canco2 shares. 24. ...