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The terms and conditions of the Newco Special Shares will be as follows: (a) each share will be redeemable at the option of the issuer and retractable at any time on the demand of the holder for a redemption amount equal to the fair market value of the consideration for which the shares are issued (in the issuance described in paragraph 14 below, the redemption amount will be equal to the fair market value of the shares of Subco 2 immediately before the transfer of the Subco 2 shares); (b) the holder of each share will be entitled to dividends in an amount not exceeding XXXXXXXXXX% of the redemption amount described in (a) above; (c) the holder of each share will be entitled, upon dissolution, to a payment in priority to the holders of the common shares of an amount equal to the redemption amount; and (d) each share will be non-voting. 14. ... As sole consideration for such transfer, Newco will issue to Subco 1 Newco Special Shares that are redeemable and retractable in the aggregate at an amount equal to the fair market value of the Subco 2 shares transferred to Newco. 15. ... In consideration for such transfers Subco 1 will assume liabilities, relating to the XXXXXXXXXX, of Holdco and issue to Holdco Subco 1 Special Shares, with a redemption and retraction amount and fair market value equal to the amount by which the fair market value of the transferred properties that will be received by Subco 1 exceeds the fair market value of the liabilities assumed by Subco 1. 21. ...

It would seem that such a decision should not be affected by income tax considerations. ... Any specific concern that you may have with respect to the tax policy behind subparagraph 251(5)(b)(i) and paragraph 256(1.4)(a) of the Act should be submitted to the Department of Finance for consideration. ... Rather, in the scenario presented, the income beneficiary has in fact disposed of his or her interest for consideration, in which case, as described above, unless the terms of the trust are varied, the remaining beneficiaries would only be entitled to the capital upon the death of the beneficiary spouse. ...

As sole consideration for such transfer, XXXXXXXXXX will issue to XXXXXXXXXX Class D preferred shares with a redemption price equal to the fair market value at the time of the transfer of the Amalco common shares transferred by XXXXXXXXXX to XXXXXXXXXX will add to the stated capital account maintained for its Class D preferred shares an amount equal to the paid-up capital of the shares transferred. 23. ... In consideration for such transfers, XXXXXXXXXX will issue XXXXXXXXXX Class C preferred shares and assume a portion of the liabilities of Amalco equal to the XXXXXXXXXX Proportion. ... Amalco will purchase for cancellation its Class A shares held by XXXXXXXXXX in consideration for the issue to XXXXXXXXXX of a non-interest-bearing note (the "Amalco Note") having a principal amount and fair market value equal to the fair market value of the Class A shares so purchased. 28. ...

Question 1 Pour les fins de déterminer si SOCIÉTÉ A est une «société privée» au sens du paragraphe 89(1), est-ce qu’il faut prendre en considération seulement la personne ou le groupe de personnes qui a le contrôle de droit, ou tous les groupes de contrôle possibles (comprenant SOCAR, SOCOM et les employés de SOCIÉTÉ A)? ... 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. De plus, à notre avis, il faut aussi prendre en considération le contrat de société d’une société en commandite lorsqu’une telle société détient des actions d’une société par actions. ...

Such an amalgamation, or, popularly, a merger, is accomplished in several ways: (1) A sale of the assets of one (or more than one) corporation to an existing corporation in consideration of the issuance of paid-up shares or securities of the latter. ... The assets of one or more existing companies may be sold to another existing company or to a company newly-incorporated, in exchange for cash or shares or other consideration. The consideration received may then be distributed to the shareholders of the companies whose assets have been sold, and these companies wound up and their charters surrendered. ...

Common Shareholder for nil consideration. 20. Shortly following the grant of the rights described in paragraph 19 above, each M Ltd. ... Common Shareholder for nil consideration. 25. Shortly following the grant of the rights described in paragraph 24 above, each C Ltd. ... As consideration for the transfer of the Class B Non-Voting Common Shares of M Ltd. and Class C common shares of C Ltd., the E Trust will acquire a XXXXXXXXXX% limited partnership interest in the R Limited Partnership. ...

The number of shares subscribed for and the amount paid in consideration of the subscription will be determined by the value of the annual dividend payable on the B Co Preferred Shares. ... As consideration, I Co will issue one common share and a XXXXXXXXXX% interest-bearing promissory note ("I Co Note II") to C Co equal to the FMV of the Preferred Shares ($XXXXXXXXXX). ... As consideration, A Co will issue one common share and a XXXXXXXXXX% interest-bearing promissory note ("A Co Note I") to C Co equal to the FMV of the I Co Preferred Shares ($XXXXXXXXXX). ...

These share issuances will occur by operation of XXXXXXXXXX corporate law for no consideration paid to New FA1 directly from FA5 or FA6. ... We understand that in order for the Spin-Off transaction to occur on this tax-deferred basis for XXXXXXXXXX purposes, FA1 must reduce its equity; therefore it cannot receive consideration from New FA1 for the assets transferred that has a value that is more than the book value of such assets. 18. ... However, the Merger Agreement as well as the minutes of the shareholders' meeting approving the Merger will state that FA3 shall issue shares to FA5 as part consideration for the cancellation of New FA1 share on the Merger. ...

The aggregate redemption amount of the shares will equal the aggregate fair market value of the consideration for which the shares were issued; (c) the shares will be redeemable at any time at the option of the holder or Newco for an amount equal to the aggregate redemption amount of such shares and any unpaid dividends, by Newco: (i) paying cash equal to the aggregate redemption amount and any unpaid dividends; (ii) assigning all or a portion of the Aco Demand Loan 1 receivable, as described in Paragraph 16, with a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed and paying cash equal to any unpaid dividends; or (iii) setting off amounts owing under the Bco Demand Loan 1 having a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed in circumstances where Newco has become the holder of the Bco Demand Loan 1, as described in Paragraph 16, and paying cash equal to any unpaid dividends; and (d) the shares will rank ahead of the Newco Common Shares and the Class B Shares on the payment of dividends and liquidation entitlement. ... The aggregate redemption amount of the shares will equal the aggregate fair market value of the consideration for which the shares were issued; (c) the shares will be redeemable at any time at the option of the holder or Newco for an amount equal to the aggregate redemption amount of such shares and any unpaid dividends, by Newco: (i) paying cash equal to the aggregate redemption amount and any unpaid dividends; (ii) assigning all or a portion of the Aco Demand Loan 2 receivable, as described in Paragraph 16, with a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed and paying cash equal to any unpaid dividends; or (iii) setting off amounts owing under the Bco Demand Loan 2 having a principal amount and fair market value equal to the aggregate redemption amount of the shares so redeemed in circumstances where Newco has become the holder of the Bco Demand Loan 2, as described in Paragraph 16, and paying cash equal to any unpaid dividends; and (d) the shares will rank ahead of the Newco Common Shares and behind the Class A Shares on the payment of dividends and liquidation entitlement. ... None of the issued shares of Newco (including the shares to be issued as described in the Proposed Transactions) are or will be, at any time during the implementation of the Proposed Transactions: (a) the subject of any undertaking; or (b) issued for consideration; other than as described herein. 27. ...

For example, costs incurred in satisfaction of silviculture obligations that were assumed by the timber tenure holder as consideration on the purchase of a timber resource property will generally be treated as a capital cost of the timber resource property (see our Document 2002-0164607, dated October 23, 2002). ... Notwithstanding the foregoing, in these circumstances we are generally prepared to accept that, depending on the result of the determination referred to in the preceding paragraph, the expenditures will be deductible by the timber tenure holder or they are to be given treatment, in the form of a capital loss and/or terminal loss, that, absent timing considerations, provides a net result that is consistent with the result that would have occurred had the disposition of the particular property not taken place prior to the expenditures being incurred. ... " This same conclusion was announced in our Document 2002-0164607, referred to above, where we considered the income tax consequences arising from sale of a business where part of the consideration included the assumption of contingent liabilities. ...