Search - consideration

Interpretation The shares of the subsidiaries issued in consideration for the property comprising businesses A and B are deemed by section 54.2 of the Act to be capital property of Canco. ... ROUND TABLE ON FEDERAL TAXATION APFF- 1994 ANNUAL MEETING Question 32 Interest Bearing Note Issued on Redemption of Shares A corporation redeems its shares for cancellation and issues in consideration an interest bearing note. ... The Queen (94 DTC 1100) ("Dale"), counsel for the Department appeared to hold that a rollover would be allowable inasmuch as the shares in consideration were issued before the end of the taxation year in which the transfer was made. ...

The proceeds of the disposition of such interest in the policy will be determined in accordance with subsection 148(7) as the greater of the value of the interest; the FMV of the consideration given for the interest; and the adjusted cost basis of the interest to the holder of the policy immediately before the disposition of the policy. ... For greater certainty, the amount added to the stated capital account for the particular class of shares to be issued by that TC as partial consideration for the property it will receive on the distribution will not exceed the maximum amount that could be added to the aggregate PUC of such shares without a reduction taking place pursuant to subsection 85(2.1). 61. ...

“Transferred Shares” means the Corporation 17 Class XXXXXXXXXX shares having an aggregate FMV of approximately $XXXXXXXXXX that Newco Corporation 15 will transfer to Holdco 3 in consideration for non-share consideration equal to the ACB of the Class XXXXXXXXXX shares in Corporation 17 to be transferred to Holdco 3 and redeemable and retractable preference shares in Holdco 3 as described in Paragraph 47. ... Newco Corporation 15 will transfer the Transferred Shares to Holdco 3 in exchange for non-share consideration equal to the ACB of the Transferred Shares and redeemable and retractable preference shares in Holdco 3. ... Immediately after the transaction described in Paragraph 47, Holdco 3 will transfer the Transferred Shares to Corporation 20 in consideration for non-share consideration equal to the aggregate FMV of the Transferred Shares. ...

As consideration for the aggregate purchase price of the shares and debt receivables of Soldco 1, Soldco 2 and Soldco 3, Holdco 3 issued Holdco 3 Note to Subco in full and final satisfaction of the aggregate purchase price for all such property. ... (b) Holdco 2 will transfer its XXXXXXXXXX DC Class A Common Shares and XXXXXXXXXX DC Class B Preferred Shares to TC2, in exchange for TC2 issuing XXXXXXXXXX of its Class A Common Shares as sole consideration for the transfer, with an aggregate FMV equal to the aggregate FMV of the shares of DC so transferred. (c) Holdco 3 will transfer its XXXXXXXXXX DC Class A Common Shares and XXXXXXXXXX DC Class B Preferred Shares to TC3, in exchange for TC3 issuing XXXXXXXXXX of its Class A Common Shares as sole consideration for the transfer, with an aggregate FMV equal to the aggregate FMV of the shares of DC so transferred. 60. ...

Le XXXXXXXXXX, ACTIONNAIRE a souscrit à XXXXXXXXXX actions ordinaires du capital-actions de NOUCO 1 pour une considération de XXXXXXXXXX $ payée comptant et à XXXXXXXXXX actions de catégorie " C " du capital-actions de NOUCO 2 pour une considération de XXXXXXXXXX $ payée comptant. 25. ... Le XXXXXXXXXX, FIDUCIE a souscrit à XXXXXXXXXX actions ordinaires du capital-actions de NOUCO 2 pour une considération de XXXXXXXXXX $ payée comptant. 29. ...

Le contrat de vente contiendra une clause de rajustement de prix à l'effet que les parties ont effectués la vente des XXXXXXXXXX actions de catégorie " A " du capital-actions de GESTION à leur juste valeur marchande et qu'ils ajusteront le prix de vente ainsi que la considération reçue si l'ARC évaluait les biens à une valeur différente convenable aux parties. 10. ... Le contrat de vente contiendra une clause de rajustement de prix à l'effet que les parties ont effectués la vente des XXXXXXXXXX actions de catégorie " B " du capital-actions de GESTION à leur juste valeur marchande et qu'ils ajusteront le prix de vente ainsi que la considération reçue si l'ARC évaluait les biens à une valeur différente convenable aux parties. 11. ... Le contrat de vente contiendra une clause de rajustement de prix à l'effet que les parties ont effectués la vente des XXXXXXXXXX actions de catégorie " C " du capital-actions de GESTION à leur juste valeur marchande et qu'ils ajusteront le prix de vente ainsi que la considération reçue si l'ARC évaluait les biens à une valeur différente convenable aux parties. ...

.), as amended to the date hereof, and unless otherwise stated, every reference hereto to a part, section, subsection, paragraph or subparagraph is a reference to the relevant provision of the Act; (d) "Additional Rent Compensation" XXXXXXXXXX; (e) "Annual Guarantee Fee" means the guarantee fee to be paid annually by the Trust to B Co as consideration for B Co's Guarantee in respect of each taxation year of the Trust or part thereof of the payments due to the Trust under the Notes and the Leases for such year. The amount of the Annual Guarantee Fee for a taxation year of the Trust is determined by dividing the total fees to be paid by the Trust to B Co as consideration for the Guarantee by the total number of months (including fractions thereof) in the period commencing with the time that the Trust Notes are issued by the Trust and ending on XXXXXXXXXX and multiplying that quotient by the number of months (or fractions thereof) included within such taxation year provided that, for this purpose, the first taxation year of the Trust shall be considered to commence with the date that the Trust Notes are issued by the Trust and the last taxation year of the Trust shall be deemed to end on XXXXXXXXXX; (f) XXXXXXXXXX (g) "B Co" means the XXXXXXXXXX; (h) "A Co" means the XXXXXXXXXX; (i) "C Co" means the XXXXXXXXXX; (j) "Concurrent XXXXXXXXXX Lease" means, collectively, the concurrent lease in respect of the XXXXXXXXXX to be entered into by the Trust, as tenant, and B Co, as landlord, maturing on XXXXXXXXXX; (k) "Concurrent XXXXXXXXXX Rent Rebate" means that portion of the rent, determined using the straight-line monthly basis contemplated in Ruling G, that was prepaid by the Trust to B Co for the period of the Concurrent XXXXXXXXXX Lease that is terminated by reason of a XXXXXXXXXX Lease Termination; (l) "Concurrent Leases" mean the Concurrent XXXXXXXXXX Lease and the Concurrent XXXXXXXXXX Lease; (m) "Concurrent XXXXXXXXXX Lease" means the concurrent lease in respect of the XXXXXXXXXX to be entered into by the Trust, as tenant, and B Co, as landlord, maturing on XXXXXXXXXX; (n) "Concurrent XXXXXXXXXX Rent Rebate" means the portion of the rent, determined using the straight-line monthly basis contemplated in Ruling G, that was prepaid by the Trust to B Co for the period of the Concurrent XXXXXXXXXX Lease that is terminated by reason of a XXXXXXXXXX Lease Termination; (o) "CRA" means the Canada Revenue Agency; (p) "D Co" means XXXXXXXXXX, as nominee of A Co; (q) "Entity" means the XXXXXXXXXX; (r) XXXXXXXXXX; (s) "XXXXXXXXXX Lease" means the XXXXXXXXXX Lease as amended and assigned and as described in the Prior Ruling; (t) "XXXXXXXXXX Lease Termination" means the early termination of the XXXXXXXXXX Lease at the option of the tenants by reason of the XXXXXXXXXX; (u) "XXXXXXXXXX Option" means the option granted by B Co to D Co as to an undivided XXXXXXXXXX % interest and to Z Co as to the remaining undivided XXXXXXXXXX % interest, as co-tenants of the XXXXXXXXXX, to acquire the XXXXXXXXXX upon the exercise of the option on XXXXXXXXXX, as described in the Prior Ruling; (v) "Guarantee" means the guarantee to be provided by B Co to the Trust in respect of the payments of principal and interest payable under the Notes and the rent payable under the Leases; (w) "Insurance Proceeds" means the proceeds from insurance arising in the event of XXXXXXXXXX; (x) "Leases" mean, collectively, the XXXXXXXXXX Lease and the XXXXXXXXXX Lease; (y) "Notes" mean the XXXXXXXXXX Promissory Note and the XXXXXXXXXX Promissory Note; (z) XXXXXXXXXX (aa) "O Co" means XXXXXXXXXX., a wholly-owned subsidiary of the Entity; (bb) XXXXXXXXXX (cc) "XXXXXXXXXX Lease" means the XXXXXXXXXX Lease as described in the Prior Ruling; (dd) "XXXXXXXXXX Lease Termination" means the early termination of the XXXXXXXXXX Lease at the option of the tenant by reason of the XXXXXXXXXX; (ee) "XXXXXXXXXX Promissory Note" means the promissory note made by O Co, as debtor, to B Co, as creditor, dated XXXXXXXXXX; (ff) "XXXXXXXXXX Promissory Note" means the promissory note made by O Co, as debtor, to B Co, as creditor, dated XXXXXXXXXX; (gg) "Prepaid Principal Amount" in respect of the XXXXXXXXXX Promissory Note and the XXXXXXXXXX Promissory Note, as the case may be, means the unpaid principal amount of such Note or part thereof that becomes payable upon the occurrence of an Acceleration Event; (hh) "Prepaid Rent" in respect of the Concurrent XXXXXXXXXX Lease and the Concurrent XXXXXXXXXX Lease means the discounted aggregate amount of rent payable by the Trust to B Co, as landlord, in respect of each such lease at the commencement of each such lease; (ii) "Prepayment Compensation Payment" in respect of the XXXXXXXXXX Promissory Note and the XXXXXXXXXX Promissory Note, as the case may be, means a payment that is equal to the greater of: (i) XXXXXXXXXX % of the Prepaid Principal Amount of such Note, and (ii) the amount by which the aggregate of all payments that become due and payable under such Note after the Acceleration Event discounted to the Acceleration Date, at the rate that is equal to the yield of a non-callable Government of Canada Bond with a maturity date approximately the same as that of such Note plus XXXXXXXXXX % expressed as a rate per annum calculated semi-annually, exceeds the Prepaid Principal Amount; (jj) "Premium" in respect of the Notes means the amount of the purchase price paid by the Trust to B Co for the Notes in excess of their outstanding principal amount at the time of such purchase; (kk) "Prior Ruling" means advance income tax ruling 2003-002803, dated XXXXXXXXXX, 2003, as amended by supplementary advance income tax ruling 2003-004699, dated XXXXXXXXXX, 2003, issued by the CRA (collectively, the " Prior Ruling"); (ll) "Proposed Transactions" means the proposed transactions described in 24 to 30; (mm) "XXXXXXXXXX Option" means the option granted by B Co to D Co as tenant of the XXXXXXXXXX, to acquire the XXXXXXXXXX upon the exercise of the option as described in the Prior Ruling; (nn) "subsidiary wholly-owned corporation" has the meaning assigned in subsection 248(1) of the Act; (oo) "Support Agreement" means an agreement between the Trust and B Co whereby B Co agrees to provide funds to the Trust, if necessary, to permit the Trust to pay various fees and other administrative expenses, including income taxes, in the event that (i) the payment of those expenses would preclude the Trust from satisfying its interest and principal obligations on the Trust Notes or (ii) the Trust would be unable to pay other obligations (including income taxes) that become payable by it within XXXXXXXXXX business days following any date or (iii) the payment of such obligations by the Trust would render it insolvent; (pp) "taxable Canadian corporation" has the meaning assigned by subsection 89(1) of the Act; (qq) "Trust" means the inter vivos special purpose trust to be settled by a declaration of trust for the purpose, inter alia, of securitizing the XXXXXXXXXX Promissory Note, the XXXXXXXXXX Promissory Note, the XXXXXXXXXX Lease and the XXXXXXXXXX Lease, the beneficiaries of which will be XXXXXXXXXX charities that qualify as registered charities for the purposes of the Act; (rr) "Trust Notes" mean the notes to be issued to the public by the Trust as contemplated herein; (ss) "Trustee" means the trustee of the Trust; and (tt) "Z Co" means XXXXXXXXXX. ... In consideration for B Co's Guarantee, the Trust will pay B Co an Annual Guarantee Fee each year in respect of B Co's Guarantee for that year in an amount equal to an arm's length amount as determined by one or more third party valuators. ...

On XXXXXXXXXX, Parent made an offer to purchase all the issued and outstanding common shares of the capital stock of Target for $XXXXXXXXXX per common share by way of a take-over bid, for a total cash consideration of approximately $XXXXXXXXXX. 10. ... The Group recently announced the sale of the XXXXXXXXXX to a third party for a cash consideration of approximately $XXXXXXXXXX. 18. ... In consideration for the offer, SubAmalco granted the Purchaser exclusivity and agreed to pay to the Purchaser in reimbursement of its transaction costs an amount of $XXXXXXXXXX if, upon completion of the consultation process described above, SubAmalco or one or more of the Relevant Sellers fails to execute the Transaction Agreement. 21. ...

As at XXXXXXXXXX, the value of FUND XXXXXXXXXX's net investments was € XXXXXXXXXX, and XXXXXXXXXX% of FUND XXXXXXXXXX's investments consisted of liquid assets, which are invested so as to ensure that there is always sufficient liquidity available for future redemptions and to fund property acquisitions that are continually under active consideration by GERMANCO on behalf of FUND XXXXXXXXXX. 8. As at XXXXXXXXXX, the value of FUND XXXXXXXXXX's net investments was € XXXXXXXXXX, and XXXXXXXXXX% of FUND XXXXXXXXXX's investments consisted of liquid assets, which are invested so as to ensure that there is always sufficient liquidity available for future redemptions and to fund property acquisitions that are continually under active consideration by GERMANCO on behalf of the FUND XXXXXXXXXX. 9. ... Capital Requirements-A capital investment company is obliged to ensure that it meets minimum initial capital and additional fund/equity requirements and, for this purpose, investment asset pools that are managed by the investment company on behalf of third parties are not taken into consideration. ...

As consideration, Aco1 issued class A common shares of its share capital. ... However, Jco will not be indemnified against commercial risks and will be subject to market considerations subsequent to its acquisition of the shares of the Newcos and the proposed resale of the Pubco shares. 21. ... ADDITIONAL INFORMATION None of the shares of the Newcos or of the Acos is, or will be at any time during the implementation of the Proposed Transactions: (i) the subject of any undertaking that is referred to in subsection 112(2.2) as a "guarantee agreement"; (ii) the subject of a dividend rental arrangement referred to in subsection 112(2.3), as that term is defined in subsection 248(1); (iii) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (iv) issued for consideration that is or includes: A. an obligation of the type described in subparagraph 112(2.4)(b)(i); or B. any right of the type described in subparagraph 112(2.4)(b)(ii). ...