SAR Consideration definition

SAR Consideration has the meaning specified in Section 2.7(e).

SAR Consideration means, for each Company SAR, the excess, if any, of (i) the Merger Consideration Per Fully-Diluted Company Common Share, multiplied by the number of shares of Company Common Stock that would be issuable upon exercise in full of such Company SAR (assuming that the Company does not exercise is right to pay such Company SAR in cash) minus (ii) the exercise price payable upon exercise in full of such Company SAR.

SAR Consideration means, in respect of any SAR, an amount in cash equal to the product of (i) the excess, if any, of the Consideration over the exercise price per Common Share subject to such SAR, multiplied by (ii) the number of Common Shares covered by such SAR immediately prior to the Effective Time.

Examples of SAR Consideration in a sentence

• With respect to the Company Share Plan, (i) each holder of a Company Option, Company RSU, Company Restricted Share, or SAR, will cease to have any rights with respect thereto, except the right to receive the Option Consideration, SAR Consideration, and Restricted Company Share Award Consideration, as applicable, payable at the time and in the manner set forth in Section 2.04(d) and (ii) as of immediately prior to the Effective Time, the Company Share Plan will terminate.

• For avoidance of doubt, but without prejudice to the rights to receive Unvested Option Consideration, Unvested SAR Consideration and Unvested Restricted Stock Unit Consideration as set forth in this Section 2.7, Parent will not assume any Company Options, Company SARs or Company Restricted Stock Units.

• Payment of the Unvested SAR Consideration shall be made, subject to such terms and conditions, on the vesting dates applicable to the Unvested Company SAR.

• The Unvested SAR Consideration will be subject to the same vesting terms and conditions applicable to the SARs immediately prior to the Effective Time, including the Continuing Obligations, except for administrative changes that are not adverse to the holder of the SAR or to which the holder consents.

• The holder of a Company Share Award will receive in exchange therefor the Option Consideration, SAR Consideration, or Restricted Company Share Award Consideration, as applicable, pursuant to this Section 2.04 through the payroll of the Surviving Company (or an applicable Subsidiary thereof) on or as soon as practicable after the Closing Date, and not later than the next regular payroll payment date of the Surviving Company that occurs at least five Business Days after the Closing Date.

• The holder of each Company SAR shall receive at the Effective Time from the Company, or as soon as practicable thereafter (but in no event later than the Company’s first regular payroll date following the Effective Time) from the Surviving Company, the SAR Consideration, subject to applicable tax withholding required under the Code or any Applicable Law.

• At the Effective Time, all stock appreciation rights outstanding immediately prior to the Effective Time with respect to shares of Company Common Stock, whether or not granted under a Company Stock Plan (each, a “SAR“), and whether or not fully vested and exercisable, shall be cancelled and each holder of a SAR shall be paid in full satisfaction of such SAR, a cash amount equal to the SAR Consideration for each share of Company Common Stock then subject to the SAR, subject to applicable withholding Taxes.

• The Company, the Operating Company, Buyer, and their respective Affiliates shall be entitled to deduct or withhold from any amounts owing from the Company, the Operating Company, Buyer, or any of their respective Affiliates to SAR Holder or any beneficiaries (if applicable) any Taxes imposed in connection with SAR Holder’s receipt of the Individual SAR Consideration.

• From and after the Effective Time, there shall be outstanding no Company SARs and the former holders thereof shall be entitled only to the payment of the SAR Consideration, if any.

• All payments of SAR Consideration to SAR Holders shall be subject to and in accordance with the SAR Cancellation Agreements.

More Definitions of SAR Consideration

SAR Consideration means the aggregate consideration payable pursuant to Section 2.03(c) with respect to SARs outstanding as of the Effective Time.

SAR Consideration has the meaning ascribed to it in Section 3.3(a).

SAR Consideration in respect of each Petroamerica SAR, means the amount payable in cash pursuant to the termination and surrender of Petroamerica SARs pursuant to the Plan of Arrangement, being an amount equal to the product of: (i) the excess of the greater of (A) the Cash Consideration and (B) the five day volume weighted average trading price of the Petroamerica Shares on the TSXV for the period ending on the second Business Day before the Effective Date over the exercise price of such Petroamerica SAR; and (ii) the number of Petroamerica Shares that are covered by such Petroamerica SAR; provided that in the event the foregoing calculation would result in a product less than $0.01, the SAR Consideration in respect of such Petroamerica SAR shall be deemed to be $0.01.

SAR Consideration means a cash payment equal to the Australian Dollar Equivalent of the amount, if any, by which the Canadian Equivalent of the Consideration per Common Share in respect of each SAR with an exercise price denominated in Canadian dollars, exceeds the strike price per Common Share of such SAR.

SAR Consideration means the Closing SAR Consideration and the Earn-out SAR Consideration, if any.

SAR Consideration means, in respect of each SAR, a cash amount equal to the amount, if any, by which the Total Consideration exceeds the “SARs Base Price” (as defined in the LTIP) of such SAR;