Search - consideration

As sole consideration for such transfer, Company will issue a debenture (the "Company Debenture") to Parent that will have a principal amount and FMV equal to the FMV of the Issued Newco Preferred Shares. ... ADDITIONAL INFORMATION 29) The Issued Newco Preferred Shares will not be, at any time during the implementation of the proposed transactions described herein: a) the subject of any undertaking that is referred to in subsection 112(2.2) as a "guarantee agreement"; b) the subject of a dividend rental arrangement as that term is defined in subsection 248(1); c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or d) issued for consideration that is or includes: i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 30) Each of Parent and Newco will agree with Company that Newco will be a single purpose company, will have no liabilities and will carry on no activity other than as contemplated in the Proposed Transactions. 31) Company will have the financial capacity to honor the principal amount payable under the Company Debenture. 32) XXXXXXXXXX You also advise that in your view, neither the acquisition of the Issued Newco Preferred Shares nor the related transactions XXXXXXXXXX Company's business. ...

" Paragraph 4 of Article 12 of the Norway Treaty defines the term "royalties" as follows: "The term "royalties" as used in this Article means payments of any kind received as consideration for the use of, or the right to use, any copyright, patent, trade mark, design or model, plan, secret formula or process, or for information concerning industrial, commercial or scientific experience, and include payments of any kind in respect of motion picture films and works on film or videotape for use in connection with television. ... " Paragraph 4 of Article 12 of the Netherlands Treaty defines the term "royalties" as follows: "The term "royalties" as used in this Article means payments of any kind received as a consideration for the use of, or the right to use, any copyright of literary, artistic or scientific work including motion picture films and works on film, videotape or other means of reproduction of use in connection with television, any patent, trademark, design or model, plan secret formula or process, or for the use of, or the right to use, industrial, commercial or scientific equipment, or for information concerning industrial, commercial or scientific experience. ...

The Preferred Shares will not be, at any time during the implementation of the Proposed Transactions described herein: (a) subject either to a guarantee agreement or to a dividend rental arrangement; (b) the subject of a dividend rental arrangement; or (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or, (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), other than an obligation of a corporation that is related (otherwise than by reason of a right referred to in paragraph 251(5)(b)); or (ii) for consideration that includes any right of the type described in subparagraph 112(2.4)(b)(ii). 32. ...

BCo will acquire their Allocation Percentage of XXXXXXXXXX Shares as partial consideration for the transfer of the assets. ... The balance of the consideration payable to BCo will be settled by way of issuing XXXXXXXXXX Shares and cash. ...

Other than its obligation to incur the Expenditures, Cco will not give any additional consideration to Aco to acquire its working interest in the Property on the exercise of the Option. ... Cco's adjusted cost base of the shares of Aco received as consideration for the working interest will be equal to the elected amount. 24. ...

Subco issued notes payable and additional shares to Parent as consideration for the assets transferred to it by Parent. 4. ... Subsections 87(8) and (8.1) of the Act Subsection 87(4) of the Act applies where there has been an amalgamation of two or more corporations and where each shareholder of the predecessor corporations, who owned shares of a predecessor corporation as capital property, received only share consideration from the new corporation upon the amalgamation. ...

The FCA agreed with the finding of the lower Courts that the source of income referred to in the relevant provision under consideration was "the production" (in the narrow sense of extraction from the ground) of "petroleum, natural gas or related hydrocarbons" from mineral resources in Canada "operated by" the taxpayer", which was more restrictive than the income sources provided for in sections 3 and 4 of the Act. ... In view of our opinion on this matter and the enactment of subsection 1204(1.1) of the Regulations which requires that "all amounts deducted in computing the taxpayer's income for the year other than" certain express exceptions are to be deducted in the determination of "resource profits", the question of whether the decisions in the Gulf Cases addressed the issue of deductions in respect of indirect expenses would not, in our view, be relevant to the issue under consideration. ...

Targetco will transfer the Targetco Division to an entity in the Topco Group in consideration for its nominal fair market value and an assumption of all obligations and liabilities relating to the division. 18. ... NewCan will acquire all of the common shares of Targetco from Holdco1 for cash consideration of $XXXXXXXXXX. ...

Effective on its close of business on XXXXXXXXXX, Vco will transfer all of its issued and outstanding shares in Cansub 2 to Holdings for non-share consideration equal to the fair market value of the Cansub 2 shares. ... Prior to the transaction described in paragraph 35 below, Holdings will transfer all of its issued and outstanding XXXXXXXXXX shares in Vco XXXXXXXXXX to Cco for non-share consideration equal to the aggregate fair market value of the XXXXXXXXXX shares XXXXXXXXXX in Vco. ...

No other consideration will be received by Canco on the contribution of the shares of Subco to DC. ... The provisions of subsection 85.1(3) of the Act will apply to the transaction described in paragraph 8 above (hereinafter referred to as the "Transfer") such that: (i) the cost to Canco, of the shares of DC receivable as consideration on the Transfer, will be deemed to be equal to Canco's ACB of its interest in Subco immediately before the Transfer; (ii) Canco will be deemed to have disposed of its interest in Subco for proceeds of disposition equal to the ACB of such interest; and (iii) the cost to DC of the Subco shares acquired from Canco will be deemed to be equal to Canco's ACB of the shares of Subco immediately before the Transfer. ...