Amendments to the Arrangement Agreement. (1) The definition of “Exercise Outside Date” at Section 1.1 of the Arrangement Agreement is deleted, and replaced with the following:
Amendments to the Arrangement Agreement. Each of the following amendments to the Arrangement Agreement and/or the Plan of Arrangement shall be effective at the Amendment Time on the Amendment Date:
(1) The following language is deleted from the recitals of the Arrangement Agreement in its entirety:
Amendments to the Arrangement Agreement. (1) The definition of “Arrangement Regulatory Approvals” at Section 1.1 of the Arrangement Agreement is deleted, and replaced with the following:
Amendments to the Arrangement Agreement. The definition of “Company Securityholders” in Section 1.1 of the Arrangement Agreement is hereby deleted and replaced with the following:
Amendments to the Arrangement Agreement. The Arrangement Agreement is hereby amended, effective as of the Amendment Effective Date (as defined below), as follows:
(a) Section 7.6
Amendments to the Arrangement Agreement. (1) The definitions of “Amalco”, “Amalco Option”, “Amalco RSU” and “Amalgamation” in Section 1.1 of the Arrangement Agreement shall each be deleted in its entirety.
Amendments to the Arrangement Agreement. The Arrangement Agreement is hereby amended as follows:
(a) By inserting the following definitions in Section 1.1
Amendments to the Arrangement Agreement. (a) The following definition is inserted in Section 1.01 of the Arrangement Agreement after the definition of “Jamaican Takeover Rules”:
Amendments to the Arrangement Agreement. Parent may, in its sole discretion, modify or waive any term or condition of the Arrangement Agreement in accordance with its terms, provided that Parent shall not, without the prior written consent of the Company Shareholder: (a) impose additional conditions to completion of the Transaction; (b) change the amount or form of consideration per Security payable pursuant to the Transaction (other than to increase the total consideration per Security or add additional consideration); or (c) otherwise vary the Transaction or any terms or conditions thereof in a manner that is material and adverse to shareholders of the Company.
Amendments to the Arrangement Agreement. The Company and the Purchaser hereby agree that the Arrangement Agreement (including, for greater certainty, as applicable, any corresponding provisions or references in the Plan of Arrangement attached as Schedule A to the Arrangement Agreement (“Schedule A”)) is amended with effect from and after the date hereof, as follows:
(a) All Chinese translations and any references relating to such Chinese translations are deleted, with appropriate modifications as the context requires.
(b) All references to “Shandong Gold Mining (HongKong) Co., Limited” or “Streamers Gold Mining Corporation Limited” are deleted and replaced with “Agnico Eagle Mines Limited” and, except as otherwise specified herein, all references to “Purchaser” or “the Purchaser” shall be deemed to refer to “Agnico Eagle Mines Limited”, mutatis mutandis.
(c) All references to a “corporation existing under the laws of Hong Kong” are deleted and replaced with “a corporation existing under the laws of the Province of Ontario”.
(d) All references to “Shandong Gold Mining Co., Ltd.”, “Guarantor” or “the Guarantor” are deleted, with appropriate modifications as the context requires, and any provisions that refer to such words are deemed to include such grammatical modifications as are necessary to reflect such deletions, mutatis mutandis.
(e) All references to “Purchaser” and “Guarantor” that are used in the context of the Concurrent Private Placement or the Concurrent Private Placement Subscription Agreement are deleted and replaced with “Shandong Gold Mining (HongKong) Co., Limited or its affiliates” and “Shandong Gold Mining Co., Ltd.”, respectively, with appropriate modifications as the context requires.
(f) All references to “the People’s Republic of China” are deleted, and any provisions that refer to such words are deemed to include such grammatical modifications as are necessary to reflect such deletions, mutatis mutandis.
(g) All references to “Initial Transitional Representatives”, “Senior Officers of the Purchaser Group”, “Transitional Representatives of the Purchaser” and “Handover Team” are deleted and replaced with “Specified Purchaser Designee”, with appropriate modifications as the context requires, and any provisions that refer to such words are deemed to include such grammatical modifications as are necessary to reflect such changes, mutatis mutandis.
(h) All references to “Competition Act Clearance” are, for greater certainty, deemed to refer to such Competition Act Clearance as req...