Search - consideration

Lossco will subscribe for Newco Common Shares for nominal consideration. 10. ... The issued Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions, be: (a) the subject of any undertaking that is referred to in subsection 112(2.2) of the Act as a "guarantee agreement"; (b) the subject of a dividend rental arrangement as that term is defined in subsection 248(1) of the Act; (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a) of the Act; 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). 19. ...

The following transactions will occur in the year in which the loss consolidation arrangement will be unwound (the "Unwind Year"), immediately following the payment of the dividend for that year described in Paragraph 22: (a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The ACo Common Shares and the Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: (a) the subject of any undertaking that is a guarantee agreement as contemplated in subsection 112(2.2); (b) the subject of a dividend rental arrangement as contemplated in subsection 112(2.3); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); (d) issued for consideration that is or includes: (i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 40. ...

Daughter and Son will not receive any consideration whatsoever in return for consenting to the Proposed Transactions. 44. ... Nothing in this letter should be construed as confirmation, express or implied, that, for the purpose of any of the rulings given above, any adjustment to the FMV of the properties transferred and the redemption amount of the shares issued as consideration, whether pursuant to a price adjustment clause or otherwise, will be effective retroactively to the time of the transfer and issuance of shares. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: a) Newco will redeem the Newco Preferred Shares held by ACo in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: a) the subject of any undertaking that is a guarantee arrangement; b) the subject of a dividend rental arrangement; c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); d) issued for consideration that is or includes: i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

Apart from XXXXXXXXXX transactions in which its shares were issued as consideration for the purchase of shares of other corporations, (endnote 2) CanULC generally (endnote 3) received USD funds as consideration for the issuance of the shares of its capital stock in the past. ...

The Lossco Preferred Shares which will be issued as described in paragraph 14 above, will not, at any time during the implementation of the Proposed Transactions described in paragraphs 14 to 22 above, be: (a) the subject of any undertaking that is referred to in XXXXXXXXXX; (b) the subject of a dividend rental arrangement (and nor will any of the dividends paid on the Lossco Preferred Shares in the course of the Proposed Transactions be received as part of a dividend rental arrangement); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration (nor will Lossco receive any other property, directly or indirectly, from an investor or any property substituted therefor) 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 would be related to Lossco (if the Act were read without reference to paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 25. The Holdco Preferred Shares which will be issued as described in paragraph 15 above, will not, at any time during the implementation of the Proposed Transactions described in paragraphs 14 to 22 above, be: (a) the subject of any undertaking that is referred to in XXXXXXXXXX; (b) the subject of a dividend rental arrangement (and nor will any of the dividends paid on the Holdco Preferred Shares in the course of the Proposed Transactions be received as part of a dividend rental arrangement); (c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or (d) issued for consideration (nor will Holdco receive any other property, directly or indirectly, from an investor or any property substituted therefor) 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 would be related to Holdco (if the Act were read without reference to paragraph 251(5)(b)); or (ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 26. ...

The Newco Preferred Shares will be redeemable and retractable for a redemption price equal to the FMV of the consideration for which the shares are issued, plus any accrued but unpaid dividends. ... Consideration for the transfer of the common shares of Lossco will consist of Profitco Preferred Shares with a FMV and redemption amount equal to the FMV of the common shares of Lossco transferred. ...

Immediately following the payment of interest described in Paragraph 23, the following transactions will occur to unwind the loss consolidation arrangement: a) Newco will redeem the Newco Preferred Shares held by A Co in consideration for a non-interest bearing promissory note issued by Newco (the "Newco Note"). ... The Newco Preferred Shares will not, at any time during the implementation of the Proposed Transactions described herein, be: a) the subject of any undertaking that is a guarantee agreement; b) the subject of a dividend rental arrangement; c) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); d) issued for consideration that is or includes: i) an obligation of the type described in subparagraph 112(2.4)(b)(i), or ii) any right of the type described in subparagraph 112(2.4)(b)(ii). 39. ...

As the sole consideration for such transfer, Profitco will issue a secured debenture (the "Profitco Note 2") to Lossco that will have a principal amount equal to the aggregate redemption amount of such Additional Newco Preferred Shares. ... None of the preferred shares to be issued as part of the Proposed Transactions is 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; 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). 26. ...

The shares will be redeemable at any time at the option of the holder or Creditco: (a) for cash for an amount equal to the aggregate of the fair market value of the consideration for which the shares were issued and any unpaid dividends; or (b) by setting off amounts owing to the shareholder against the redemption price of the Creditco Preferred Shares of $XXXXXXXXXX per share and paying cash equal to any unpaid dividends. 10. ... The Creditco Preferred Shares will not, at any relevant time, be: a) the subject of any secured undertaking of the type described in paragraph 112(2.4)(a); or b) 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). ...