New CanSup Consideration definition

New CanSup Consideration means the consideration of 2 common shares of Canadian Superior, Cdn.$2.50 cash and 1 Special Exchangeable Share of Canadian Superior (with each Special Exchangeable Share being exchangeable into a separately tradable ART), offered to Shareholders by the CanSup Offeror and which is one of the options of Shareholders pursuant to the Revised CanSup Offer (with the other option available to Shareholders under the Revised CanSup Offer being the Original CanSup Consideration);
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Examples of New CanSup Consideration in a sentence

  • Payment of the New CanSup Consideration pursuant to the Revised CanSup Offer is conditional upon at least two-thirds of the outstanding Common Shares (on a fully diluted basis) being deposited under the Revised CanSup Offer and no other offeror taking up and paying for 50.1% or more of the outstanding Common Shares prior to the expiry time of the Revised CanSup Offer.

  • If a Canada Southern Shareholder elects to receive the New CanSup Consideration but less than 66 2/3% of the outstanding Common Shares are tendered to the Revised CanSup Offer, the Shareholder will not receive the New CanSup Consideration.

  • The ARTs included in the New CanSup Consideration are new securities that have yet to be created or traded in any market and there may be structural issues in creating such a security.

  • The value of the New CanSup Consideration depends heavily on the value one puts on the proposed ARTs. As discussed below, these contingent securities carry significant risks and uncertainties, and in any case would be unlikely to provide any income to unitholders for at least another 10 or 15 years, if ever.

  • Based on the advice of its financial advisor, CIBC World Markets, and using independent third party estimates for the value of Arctic natural gas of $0.15 per mcf, Canada Southern believes the New CanSup Consideration is worth approximately US$8.60 per Common Share, based on the closing price of the Canadian Superior common shares on August 10, 2006 and the value of the Original CanSup Consideration is approximately U.S.$8.18 per Common Share.

  • Based on this information and the advice of CIBC World Markets and its legal advisors, the Board has unanimously determined that the consideration offered pursuant to the Revised Canadian Oil Sands Offer (U.S.$13.10 per Common Share) is superior, from a financial point of view, to either the New CanSup Consideration or the Original CanSup Consideration offered under the Revised CanSup Offer.

  • Both the New CanSup Consideration and the Original CanSup Consideration offered under the Revised CanSup Offer could trigger taxes payable for Shareholders which exceed the cash they would receive for their Common Shares, since most of the consideration being offered is non-cash.

Related to New CanSup Consideration

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Merger Consideration has the meaning set forth in Section 3.1(a).

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Transaction Consideration has the meaning set forth in Section 11.7 hereof.

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Acquisition Consideration means the purchase consideration for any Permitted Acquisition and all other payments by Holdings or any of its Subsidiaries in exchange for, or as part of, or in connection with, any Permitted Acquisition, whether paid in cash or by exchange of Equity Interests or of properties or otherwise and whether payable at or prior to the consummation of such Permitted Acquisition or deferred for payment at any future time, whether or not any such future payment is subject to the occurrence of any contingency, and includes any and all payments representing the purchase price and any assumptions of Indebtedness, “earn-outs” and other agreements to make any payment the amount of which is, or the terms of payment of which are, in any respect subject to or contingent upon the revenues, income, cash flow or profits (or the like) of any person or business; provided that any such future payment that is subject to a contingency shall be considered Acquisition Consideration only to the extent of the reserve, if any, required under GAAP at the time of such sale to be established in respect thereof by Holdings or any of its Subsidiaries.

  • Earnout Consideration has the meaning specified in Section 2.08(a).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(b).

  • Base Consideration has the meaning set forth in Section 1.2.

  • Share Consideration has the meaning given to it in Section 2.2;

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Aggregate Stock Consideration has the meaning set forth in Section 3.01(b)(iii).

  • Cash Merger Consideration has the meaning set forth in Section 2.9(a).

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Borrower or a Subsidiary in connection with an Asset Sale less the amount of cash or Cash Equivalents received in connection with a subsequent sale of or collection on such Non-Cash Consideration.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Base Merger Consideration means an amount equal to $1,855,000,000.

  • Total Consideration means the total amount (but without duplication) of (a) cash paid in connection with any Acquisition, plus (b) Indebtedness for borrowed money payable to the seller in connection with such Acquisition, plus (c) the fair market value of any equity securities, including any warrants or options therefor, delivered to the seller in connection with any Acquisition, plus (d) the amount of Indebtedness assumed in connection with any Acquisition.

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).