In practice, the number of shares paid for an acquired corporation may be contingent on its future performance

(e.g., sales and/or earnings). Perhaps 500,000 shares are “paid” up front, while another 250,000 are placed in escrow, pending certain future events. If such contingent consideration is used in a purported reorganization:

a. Is it still possible to have a tax-free reorganization?

b. Does it matter whether negotiable

“certificates of contingent interest” are issued?

c. Does it matter what the motivation is for the deferred arrangement?