Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction and (ii) the date this Agreement is terminated in accordance with its terms, the Securityholder shall: (a) attend (either in person or by proxy) any AuRico Arrangement Meeting (including any adjournments and postponements thereof), and at the AuRico Arrangement Meeting, vote or cause to be voted all of: (i) the Shares; (ii) any Shares acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico issued upon the exercise, Options, PSUs, RSUs or DSUs); (iii) the Options, PSUs, RSUs or DSUs; and (iv) any Options, PSUs, RSUs or DSUs acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico Arrangement Meeting (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto; (b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico any Subject Securities against, or not tender or cause to be tendered any Subject Securities to: (i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of AuRico or similar transaction involving AuRico or the common shares of AuRico other than the Proposed Transaction and any transaction related thereto; (ii) the issuance of any securities of AuRico (other than pursuant to the exercise of Options or the settlement of PSUs, RSUs or DSUs) other than the Proposed Transaction and any transaction related thereto; (iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Acquisition Proposal; or (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico in the Arrangement Agreement; (c) upon the request or direction of Alamos, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by Alamos) as part of a quorum in connection with any meeting of securityholders of AuRico relating to matters set forth in Section 3(b); (d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution; (e) not, without the prior written consent of Alamos, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance or other disposition of, the Subject Securities or any interest therein (other than as contemplated herein), provided, however, that nothing contained herein shall prohibit the Securityholder from exercising any Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted in accordance with Section 3(a)); (f) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement; (g) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law or other legislation or not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent, or challenge the Proposed Transaction; (h) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly: (i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Acquisition Proposal or potential Acquisition Proposal; (ii) enter into, engage, continue or participate in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico or any of its subsidiaries or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal; (iii) requisition or join in the requisition of any meeting of the securityholders of AuRico for the purpose of considering any resolution; or (iv) solicit or arrange or provide assistance to any other person to arrange for the solicitation of, proxies relating to or purchases of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico or act in concert or jointly with any other person for the purpose of acquiring any common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico for the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support of the Proposed Transaction; (i) promptly notify Alamos upon any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination of this Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs held by him or her, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatment.
Appears in 1 contract
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction Effective Time and (ii) the date this Agreement is terminated in accordance with its termsterminated, the Securityholder shall:
(a) attend (either in person or by proxy) any AuRico Arrangement Meeting meeting of the securityholders of the Company convened for the purposes of considering the Proposed Transaction (including any adjournments and postponements thereof), and at the AuRico Arrangement Meetingsuch meeting, vote or cause to be voted all of: (i) of the Shares; (ii) any Shares acquired by or issued to the Securityholder on or following the date hereof (, including any common shares of AuRico the Company issued upon the exercise, Options, PSUs, RSUs exercise or DSUs); (iii) the Options, PSUs, RSUs redemption of Exchangeable Securities or DSUs; and (iv) any Options, PSUs, RSUs or DSUs acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico Arrangement Meeting in connection with such meeting (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto, as contemplated by the Arrangement Agreement;
(b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico any Subject Securities against, or not tender or cause to be tendered any Subject Securities to:
(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of AuRico bid or similar transaction involving AuRico the Company or the common shares of AuRico the Company other than the Proposed Transaction and any transaction related thereto;
(ii) a sale or transfer of a material amount of assets of the Company or the issuance of any securities of AuRico the Company (other than pursuant to the exercise or redemption of Options or the settlement of PSUs, RSUs or DSUs) other than the Proposed Transaction and any transaction related thereto;Exchangeable Securities); or
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Acquisition Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico in the Arrangement Agreement;
(c) upon the request or direction of Alamos, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by Alamos) as part of a quorum in connection with any meeting of securityholders of AuRico relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of Alamosthe Purchaser, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance assignment or other disposition of, of the Subject Securities or any interest therein (other than as contemplated herein), provided, however, that nothing contained herein shall prohibit the Securityholder from exercising any Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted in accordance with Section 3(a));
(fd) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the such Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;
(ge) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law or other legislation or not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent, interfere with or challenge the Proposed Transaction;
(hf) not, subject to Section 7, 7 hereof or except as may be expressly permitted by the Arrangement Agreement or by Alamos the Purchaser in writing, directly or indirectly:
(i) solicit, assistknowingly facilitate, initiate, knowingly initiate or encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Acquisition Proposal or potential Acquisition Proposal;
(ii) enter into, engage, continue or participate in any substantive discussions or negotiations or discussions regarding, or provide any non-public information with respect to AuRico or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico or any of its subsidiaries or otherwise cooperate in any way with, any Acquisition Proposal or potential regarding an Acquisition Proposal;
(iii) requisition or join in the requisition of any meeting of the securityholders of AuRico the Company for the purpose of considering any resolution; or
(iv) solicit or arrange or provide assistance to any other person to arrange for the solicitation of, proxies relating to or purchases of or offers to sell common shares of AuRico the Company or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico the Company or act in concert or jointly with any other person for the purpose of acquiring any common shares of AuRico the Company or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico the Company for the purpose of influencing the voting of common shares of AuRico the Company or affecting the control of AuRicothe Company, other than, in the case of proxy solicitation, in support of the Proposed Transaction;
(i) promptly notify Alamos upon any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination of this Arrangement Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs held by him or her, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatment.
Appears in 1 contract
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction Transaction; and (ii) the date this Agreement is terminated in accordance with its terms, the Securityholder shall:
(a) attend (either in person person, electronically, as applicable, or by proxy) any AuRico Arrangement Argonaut Meeting (including any adjournments and postponements thereof)) and, and at the AuRico Arrangement any such Argonaut Meeting, vote or cause to be voted all of: (i) the Argonaut Shares; (ii) any Argonaut Shares acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico Argonaut Shares issued upon the exercise, exercise of Options, PSUsDSUs, RSUs PSUs or DSUsRSUs); (iii) the Options, PSUs, RSUs or ; (iv) the DSUs; (v) the PSUs; (vi) the RSUs and (ivvii) any Options, PSUsDSUs, PSUs or RSUs or DSUs acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico Arrangement Argonaut Meeting (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto;
(b) vote or cause to be voted (in person person, electronically, as applicable, or by proxy) at any meeting of the securityholders of AuRico Argonaut any Subject Securities against, or not tender or cause to be tendered any Subject Securities to:
(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of AuRico bid or similar transaction involving AuRico Argonaut or the common shares of AuRico Argonaut Shares other than the Proposed Transaction and any transaction related thereto;
(ii) a sale or transfer of a material amount of assets of Argonaut, or the issuance of any securities of AuRico Argonaut (other than pursuant to the exercise of Options Options, DSUs, PSUs or RSUs in the settlement of PSUs, RSUs ordinary course or DSUs) other than contemplated by the Proposed Transaction and any transaction related theretoTransaction);
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, prevent or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Argonaut Acquisition Proposal other than a Superior Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico Argonaut in the Arrangement Agreement;.
(c) upon the request or direction of Alamos, execute or cause to be executed a proxy in respect of any resolution referred to in Section 3(b), and have all of its the Subject Securities counted or not counted (as directed by AlamosXxxxxx) as part of a quorum in connection with any meeting of securityholders of AuRico Argonaut relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising or causing to be exercised any voting rights attached to its the Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instructinstruct in accordance with the terms hereof, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such meeting or resolution;
(e) not, without the prior written consent of Alamos, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance or other disposition of, the Subject Securities or any interest therein (other than as contemplated herein), provided, however, that nothing contained herein shall prohibit the Securityholder from exercising or causing to be exercised any Options Options, DSUs, PSUs or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable Argonaut Shares (it being understood and agreed that such Securities securities will be voted in accordance with Section 3(a));
(f) not, except as required pursuant to this Agreement, grant or agree to grant or cause to be granted any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke or cause to be revoked any proxy granted pursuant to this Agreement;
(g) not exercise or cause to be exercised any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise or cause to be exercised any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law or other legislation or and not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent, prevent or challenge the Proposed Transaction;
(h) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Argonaut Acquisition Proposal or potential Argonaut Acquisition Proposal;
(ii) enter into, engage, continue or participate participate, directly or indirectly, in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico Argonaut or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico Argonaut or any of its subsidiaries or otherwise cooperate in any way with, any Argonaut Acquisition Proposal or potential Argonaut Acquisition Proposal;
(iii) requisition or join in the a requisition of any meeting of the securityholders of AuRico Argonaut for the purpose of considering any resolution; or
(iv) solicit or arrange (or provide assistance to any other person to arrange arrange) for the solicitation of, of proxies relating to to, or purchases of or offers to sell common shares of AuRico sell, Argonaut Shares or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico Argonaut Shares or act in concert or jointly with any other person for the purpose of acquiring any common shares of AuRico Argonaut Shares or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico Argonaut Shares for the purpose of influencing the voting of common shares of AuRico Argonaut Shares or affecting the control of AuRicoArgonaut, other than, in the case of proxy solicitation, in support of the Proposed Transaction;; and
(i) promptly notify Alamos upon any of undersignedthe Securityholder’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination of this Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs held by him or her, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatment.
Appears in 1 contract
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction Effective Time and (ii) the date this Agreement is terminated in accordance with its terms(such earlier date being the “Release Date”), the Securityholder shall:
(a) attend (either in person or by proxy) any AuRico Arrangement Meeting meeting (including the Corporation Meeting) of the securityholders of the Corporation convened for the purposes of considering the Proposed Transaction (including any adjournments and postponements thereof), and at the AuRico Arrangement Meetingsuch meeting, vote or cause to be voted all of: (i) of the Shares; , (ii) including any Shares shares issued upon the exercise of the Options and Warrants or acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico issued upon the exercise, Options, PSUs, RSUs or DSUs); (iii) the Options, PSUs, RSUs or DSUs; and (iv) any Options, PSUs, RSUs or DSUs acquired by or issued prior to the Securityholder on or following the record date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted for voting at the AuRico Arrangement Meeting such meeting) (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto, as contemplated by the Arrangement Agreement;
(b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico any Subject Securities against, or and in the case of clause (i) below, not tender or cause to be tendered any Subject Securities to:
(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, recapitalization or liquidation or take-over bidbid or similar transaction involving the Corporation or common shares of the Corporation other than the Proposed Transaction;
(ii) other than the Proposed Transaction, a sale or transfer of a material amount of assets of AuRico the Corporation or similar transaction involving AuRico any of its Subsidiaries or the common shares of AuRico other than the Proposed Transaction and any transaction related thereto;
(ii) the issuance of any securities of AuRico (other than pursuant to the exercise of Options or the settlement of PSUs, RSUs or DSUs) other than the Proposed Transaction and any transaction related thereto;Corporation; or
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Acquisition Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico in the Arrangement Agreement;
(c) upon the request or direction of Alamos, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by Alamos) as part of a quorum in connection with any meeting of securityholders of AuRico relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of AlamosYamana, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance assignment or other disposition of, of the Subject Securities or any interest therein (other than as contemplated herein), provided, however, that nothing contained herein shall prohibit ) or permit any affiliate of the Securityholder from exercising to do any of the foregoing, provided that the Securityholder may sell, transfer, assign, pledge, or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment or other disposition of Shares issued following the date hereof upon the exercise of Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted and Warrants which expire on a date when this Agreement remains in accordance with Section 3(a))effect;
(fd) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the such Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;; and
(ge) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law or other legislation or not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent, interfere with or challenge the Proposed Transaction;
(h) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Acquisition Proposal or potential Acquisition Proposal;
(ii) enter into, engage, continue or participate in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico or any of its subsidiaries or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal;
(iii) requisition or join in the requisition of any meeting of the securityholders of AuRico for the purpose of considering any resolution; or
(iv) solicit or arrange or provide assistance to any other person to arrange for the solicitation of, proxies relating to or purchases of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico or act in concert or jointly with any other person for the purpose of acquiring any common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico for the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support of the Proposed Transaction;
(i) promptly notify Alamos upon any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination of this Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs held by him or her, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatment.
Appears in 1 contract
Covenants of the Securityholder. The Securityholder irrevocably covenants and agrees to and for the benefit of AcquireCo that, until the earlier of: (ix) the closing of the Proposed Transaction Release Date, as defined below; and (iiy) the date termination of this Agreement is terminated in accordance with its terms, the Securityholder shall:
(a) attend (either in person or by proxy) any AuRico meeting of the TargetCo Securityholders convened for the purposes of considering the Arrangement Meeting (including including, any adjournments and postponements thereof), ) and at the AuRico Arrangement Meeting, vote or cause to be voted all of: (i) the Shares; (ii) any Shares acquired by or issued voted, to the Securityholder on or following extent applicable, all of the date hereof (including any common shares of AuRico issued upon the exercise, Options, PSUs, RSUs or DSUs); (iii) the Options, PSUs, RSUs or DSUs; and (iv) any Options, PSUs, RSUs or DSUs acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico Arrangement Meeting (the “Subject Securities”) Securities in favour of the Proposed Transaction Arrangement and all other matters related theretothereto that are necessary for, or ancillary to, implementing the Arrangement;
(b) except for all such actions that are permitted under Section 6, vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico any Subject Securities against, or not tender or cause to be tendered any Subject Securities to:
(i) any corporate extraordinary transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation involving TargetCo or take-over bid, any of its subsidiaries or affiliates other than the Arrangement and any transaction related thereto;
(ii) a sale or transfer of a material amount of assets of AuRico TargetCo or similar transaction involving AuRico or the common shares of AuRico other than the Proposed Transaction and any transaction related thereto;
(ii) the issuance of any securities of AuRico TargetCo or any of its subsidiaries or affiliates (other than pursuant to the exercise of TargetCo Options or the settlement of PSUs, RSUs or DSUs) other than the Proposed Transaction and any transaction related thereto;TargetCo Warrants); or
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Acquisition Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico in the Arrangement AgreementArrangement;
(c) upon the request or direction of Alamos, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by Alamos) as part of a quorum in connection with any meeting of securityholders of AuRico relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of Alamos, sell, transfer, assign, pledge, encumber or otherwise dispose of, of (other than by operation of Laws) or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance assignment or other disposition of, of the Subject Securities or any interest therein (other than as contemplated herein), provided, however, that nothing contained herein shall prohibit TargetCo Options or TargetCo Warrants in respect of which the Securityholder from exercising any Options has exercised his or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted her right to acquire TargetCo Shares in accordance with Section 3(a))their terms or as contemplated herein or by the Arrangement Agreement) or permit any affiliate of the Securityholder to do any of the foregoing without the prior written consent of AcquireCo, which shall not be unreasonably withheld;
(fd) not, except as required pursuant to this Agreement, not grant or agree to grant any proxy or other right to vote the Subject Securities that is inconsistent with the terms hereof, or enter into any voting trust trust, vote pooling or pooling other agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to the right to vote, call meetings of TargetCo Securityholders or relating give consents or approvals of any kind as to the voting Subject Securities;
(e) exercise all TargetCo Options held by the Securityholder or tendering thereof or revoke any proxy granted pursuant to this surrender such TargetCo Options in accordance with the Arrangement Agreement;
(gf) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction Arrangement or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law or other legislation or not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent, interfere with or challenge the Proposed TransactionArrangement;
(g) in connection with the solicitation of proxies for any meeting of TargetCo securityholders to be held to consider the Arrangement (a "Special Meeting"), use the Securityholder's reasonable commercial efforts to furnish to counsel to TargetCo the information relating to the Securityholder (if any) required by Applicable Securities Laws to be set forth in any information circular (the "Information Circular") and in any other applicable regulatory filing. Information relating to the Securityholder furnished by the Securityholder for inclusion in the Information Circular will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading;
(h) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Acquisition Proposal or potential Acquisition Proposal;
(ii) enter into, engage, continue or participate in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico or any of its subsidiaries or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal;
(iii) requisition or join in the requisition of any meeting of the securityholders of AuRico for the purpose of considering any resolution; or
(iv) solicit or arrange or provide assistance to any other person to arrange for the solicitation of, proxies relating to or purchases of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico or act in concert or jointly with any other person for the purpose of acquiring any common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico for the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support of the Proposed Transaction;
(i) promptly notify Alamos AcquireCo upon any of the undersigned’s 's representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination Release Date, and for the purposes of this Agreement. The provision, each representation and warranty shall be deemed to be given at and as of all times during such period (irrespective of any language which suggests that it is only being given as at the date hereof);
(i) without effecting any entitlement to receive compensation for loss of employment, if the Securityholder acknowledges and agrees that any Optionsis a director or officer of TargetCo or its subsidiaries, PSUs, RSUs and DSUs held if requested by him or herAcquireCo, to resign his or her position as a director and/or officer of TargetCo and its subsidiaries effective at such time as may be requested by AcquireCo (provided such time is not prior to the extent not exercised or settledEffective Time) and, shall be treated upon payment in accordance with any employment agreement or severance arrangement, provide a duly executed mutual release in form satisfactory to AcquireCo and such Securityholder, both acting reasonably, and will use its reasonable commercial efforts to enable AcquireCo to elect or appoint all of the Arrangement directors of TargetCo and he or she shall take all steps required to effect an orderly transition of him or her to give effect to such treatmentmanagement and control of TargetCo at the time and in the manner requested by AcquireCo.
Appears in 1 contract
Samples: Voting Support Agreement (Gran Tierra Energy, Inc.)
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction and (ii) the date this Agreement is terminated in accordance with its terms, the Securityholder shall:
(a) attend (either in person or by proxy) any AuRico Arrangement Meeting meeting of the shareholders of ICC held to consider the Transaction (including any adjournments and postponements thereof) (the “ICC Arrangement Meeting”), and at the AuRico ICC Arrangement Meeting, vote or cause to be voted all of: :
(i) the Shares; and
(ii) any Shares acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico issued upon the exercise, Options, PSUs, RSUs or DSUs); (iii) the Options, PSUs, RSUs or DSUs; and (iv) any Options, PSUs, RSUs or DSUs acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico ICC Arrangement Meeting (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto;
(b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico ICC any Subject Securities against, or not tender or cause to be tendered any Subject Securities to:
(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of AuRico ICC or similar transaction involving AuRico ICC or the common shares of AuRico Shares other than the Proposed Transaction and any transaction related thereto;
(ii) the issuance of any securities of AuRico ICC (other than pursuant to the exercise of Options or the settlement of PSUs, RSUs or DSUsICC Options) other than the Proposed Transaction and any transaction related thereto;
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico ICC Acquisition Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico ICC in the Arrangement Agreement;
(c) upon the request or direction of AlamosAurora, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by AlamosAurora) as part of a quorum in connection with any meeting of securityholders of AuRico ICC relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of AlamosAurora, option, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the option, sale, transfer, assignment, pledge, encumbrance encumbrances or other disposition of, the Subject Securities or any interest therein (therein, other than as contemplated herein), provided, however, that nothing contained herein shall prohibit the Securityholder from exercising pursuant to any exercise of ICC Warrants or ICC Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted Shares in accordance with Section 3(a))their terms; except that from and after the date of the Final Order, the Securityholder shall be entitled to, without the consent of Aurora, sell, transfer, assign, pledge, encumber or otherwise dispose of, the Subject Securities, provided that any sales of Subject Securities permitted to be made during the term of this Agreement shall be made in an orderly fashion as market conditions permit;
(fe) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;
(gf) not exercise or permit any other person to exercise any rights of the Securityholder any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law or other legislation or not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinder, prevent, or challenge the Proposed Transactionlegislation;
(hg) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an a ICC Acquisition Proposal or potential ICC Acquisition Proposal;
(ii) enter into, engage, continue or participate in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico ICC or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico ICC or any of its subsidiaries or otherwise cooperate in any way with, any ICC Acquisition Proposal or potential ICC Acquisition Proposal;
(iii) requisition or join in the requisition of any meeting of the securityholders of AuRico ICC for the purpose of considering any resolution; or;
(iv) solicit proxies or arrange or provide assistance to any other person to arrange for become a participant in the solicitation of, proxies relating in opposition to or purchases in competition with Aurora’s purchase of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico the Shares as contemplated by the Arrangement Agreement or act jointly or in concert or jointly with any other person others with respect to voting securities of ICC for the purpose of acquiring any common shares of AuRico opposing or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico for the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support competing with Aurora’s purchase of the Proposed Shares as contemplated by the Arrangement Agreement; or
(v) take any other action of any kind which might reasonably be regarded as likely to reduce the success or delay or interfere with the completion of the Transaction;
(ih) promptly notify Alamos Aurora upon any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination of this Agreement, which notification shall include a description of the ways in which such representations or warranties have become incorrect or untrue; and
(i) from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments and shall take all other actions reasonably necessary or as Aurora may reasonably request for the purposes of effectively carrying out this Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs ICC Options held by him him, her or herit, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he he, she or she it shall take all steps required of him him, her or her it to give effect to such treatment.
Appears in 1 contract
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: Release Date (i) the closing of the Proposed Transaction and (ii) the date this Agreement is terminated in accordance with its termsas defined below), the Securityholder shall:
(a) attend (either in person or by proxy) any AuRico Arrangement Meeting meeting of the securityholders of NuLoch convened for the purposes of considering the Proposed Transaction (including any adjournments and postponements thereof), and at the AuRico Arrangement Meetingsuch meeting, vote or cause to be voted all of: (i) of the Shares; (ii) any Shares acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico issued upon the exercise, Options, PSUs, RSUs or DSUs); (iii) the Options, PSUs, RSUs or DSUs; and (iv) any Options, PSUs, RSUs or DSUs acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and Subject Securities which are entitled to be voted at the AuRico Arrangement Meeting (the “Subject Securities”) vote in connection therewith in favour of the Proposed Transaction and all matters related thereto;
(b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico any Subject Securities against, against or not tender or cause to be tendered any Subject Securities to:
, as applicable: (i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, share exchange, or liquidation involving NuLoch or take-over bid, sale or transfer any of a material amount of assets of AuRico or similar transaction involving AuRico or the common shares of AuRico its subsidiaries other than the Proposed Transaction and any transaction related thereto;
; (ii) a sale or transfer of a material amount of assets (including the stock of any of its subsidiaries) of NuLoch (other than as contemplated in the Arrangement Agreement) or any of its subsidiaries, or the issuance of any securities of AuRico NuLoch (other than pursuant to the exercise of Options or the settlement Warrants) or any of PSUs, RSUs its subsidiaries; or DSUs) other than the Proposed Transaction and any transaction related thereto;
(iii) any action that is reasonably likely to impede, interfere with, hinder, delay, postpone, hinder, prevent, adversely affect, or adversely affect in any material respect challenge the Proposed Transaction including, without limitation, any AuRico Acquisition Proposal; or
Proposal (iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico in the Arrangement Agreementas defined below);
(c) upon the request or direction of Alamos, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by Alamos) as part of a quorum in connection with any meeting of securityholders of AuRico relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of AlamosMagnum Hunter, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance assignment or other disposition of, of the Subject Securities or any interest therein (other than as contemplated herein), provided, however, that nothing contained herein shall prohibit or in the Arrangement Agreement) except for transfers to other persons bound by agreements with Magnum Hunter substantially similar to this Agreement (in which event Securityholder from exercising agrees to give prompt written notice to Magnum Hunter of any Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted in accordance with Section 3(a)transfer);
(f) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;
(gd) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction or any aspect thereof or matter related thereto, and not to exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law the Business Corporations Act (Alberta) or other legislation or not take any action that is reasonably likely to in any manner impede, interfere with, delay, postpone, hinderprevent, preventadversely affect, or challenge the Proposed Transaction;
(he) not, subject to Section 7, 7 hereof or except as may be expressly permitted by the Arrangement Agreement or by Alamos Magnum Hunter in writing, directly or indirectly:
(i) solicit, assistfacilitate, initiate, knowingly initiate or encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Acquisition Proposal by any person (other than Magnum Hunter or potential Acquisition Proposalone of its subsidiaries);
(ii) enter into, engage, continue into or participate in any discussions or negotiations regarding an Acquisition Proposal (other than an Acquisition Proposal from Magnum Hunter or discussions regardingone of its subsidiaries), or provide furnish to any non-public other person any information with respect to AuRico the business of NuLoch or any of its subsidiaries, or offer or provide access to the business, properties, assetsoperations, books prospects or records of AuRico conditions (financial or any of its subsidiaries otherwise) in connection with an Acquisition Proposal or otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any Acquisition Proposal effort or potential Acquisition Proposalattempt of any other person to do or seek to do any of the foregoing;
(iii) requisition waive, or join otherwise forbear in the requisition of enforcement of, or enter into or participate in any meeting of the securityholders of AuRico for the purpose of considering discussions, negotiations or agreements to waive or otherwise forbear in respect of, any resolutionrights or other benefits under confidential information agreements, including, without limitation, any “standstill provisions” thereunder that relate to an Acquisition Proposal; or
(iv) solicit accept, recommend, encourage, facilitate, approve or arrange or provide assistance enter into an agreement to any other person to arrange for the solicitation of, proxies relating to or purchases of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico or act in concert or jointly with any other person for the purpose of acquiring any common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico for the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support of the Proposed Transaction;implement an Acquisition Proposal; and
(if) promptly notify Alamos Magnum Hunter in writing upon any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to the termination Release Date, and for the purposes of this Agreement. The Securityholder acknowledges provision, each representation and agrees warranty is deemed to be given at and as of all times during such period (irrespective of any language which suggests that any Options, PSUs, RSUs and DSUs held by him or her, to it is only being given as at the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatmentdate hereof).
Appears in 1 contract
Samples: Arrangement Agreement (Magnum Hunter Resources Corp)
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction and (ii) the date this Agreement is terminated in accordance with its terms, the Securityholder shallwill:
(a) attend (either in person or by proxy) any AuRico Arrangement Meeting meeting of the shareholders of Eastmain held to consider the Transaction (including any adjournments and postponements thereof) (the “Eastmain Arrangement Meeting”), and at the AuRico Eastmain Arrangement Meeting, vote or cause to be voted all of: :
(i) the Eastmain Shares; ;
(ii) any Shares acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico issued upon the exercise, Eastmain Options, PSUs, RSUs or DSUs); ;
(iii) the Options, PSUs, RSUs or DSUs; and Eastmain Warrants;
(iv) any Options, PSUs, RSUs or DSUs Eastmain Securities acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico Eastmain Arrangement Meeting (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto;
(b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico Eastmain any Subject Securities against, or not tender or cause to be tendered any Subject Securities to:
(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of AuRico Eastmain or similar transaction involving AuRico Eastmain or the common shares of AuRico Shares other than the Proposed Transaction and any transaction related thereto;
(ii) the issuance of any securities of AuRico Eastmain (other than pursuant to the exercise of Options options to purchase Shares or the settlement of PSUs, RSUs or DSUsdeferred share units) other than the Proposed Transaction and any transaction related thereto;
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Eastmain Acquisition Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico Eastmain in the Arrangement Agreement;
(c) upon the request or direction of AlamosAuryn, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by AlamosAuryn) as part of a quorum in connection with any meeting of securityholders of AuRico Eastmain relating to matters set forth in Section 3(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of AlamosAuryn, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance or other disposition of, the Subject Securities or any interest therein (therein, other than as contemplated pursuant to the Arrangement Agreement or this Agreement herein), providedwith the exception that (i) Eastmain Options maybe exercised and the underlying shares resold to the extent of obtaining proceeds sufficient to exercise the options and pay the additional withholding amount, howeverand (ii) the Eastmain Options and underlying shares that expire on September 28, that nothing contained herein shall prohibit the Securityholder from exercising 2020 are not restricted in any Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted in accordance with Section 3(a))manner;
(fe) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;
(gf) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction, contest the approval of the Transaction by any Governmental Entity or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law laws or other legislation registrations or not take any action that is reasonably likely to in any manner impede, interfere impeded with, delay, postpone, hinder, prevent, prevent or challenge the Proposed Transaction;; and
(hg) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Eastmain Acquisition Proposal or potential Eastmain Acquisition Proposal;
(ii) enter into, engage, continue or participate in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico Eastmain or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico Eastmain or any of its subsidiaries or otherwise cooperate in any way with, any Eastmain Acquisition Proposal or potential Eastmain Acquisition Proposal;
(iii) requisition or join in the requisition of any meeting of the securityholders of AuRico Eastmain for the purpose of considering any resolution; or;
(iv) solicit proxies or arrange or provide assistance to any other person to arrange for become a participant in the solicitation of, proxies relating in opposition to or purchases in competition with Auryn’ purchase of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico the Shares as contemplated by the Arrangement Agreement or act jointly or in concert or jointly with any other person others with respect to voting securities of Eastmain for the purpose of acquiring opposing or competing with Auryn’s purchase of the Eastmain Shares as contemplated by the Arrangement Agreement; or
(v) take any common shares of AuRico other action or securities convertible into or exchangeable or exercisable forany kind, which might reasonably be regarded as likely to reduce the success or, or representing, common shares of AuRico for delay or interfere with the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support completion of the Proposed Transaction;
(h) use commercially reasonable efforts to ensure that no action is taken under any of its brokerage account agreements that would cause the Securityholder to breach its obligation under Section 3(b), 3(c) or Section 5; and
(i) promptly notify Alamos upon comply with all trading restrictions imposed on any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to Auryn Shares under the termination of this Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs held by him or her, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatmentPlan.
Appears in 1 contract
Covenants of the Securityholder. The Securityholder covenants and agrees that, until the earlier of: (i) the closing of the Proposed Transaction and (ii) the date this Agreement is terminated in accordance with its terms, the Securityholder shallwill:
(a) attend (either in person or by proxy) any AuRico Arrangement Meeting meeting of the shareholders of Auryn held to consider the Transaction (including any adjournments and postponements thereof) (the “Auryn Arrangement Meeting”), and at the AuRico Auryn Arrangement Meeting, vote or cause to be voted all of: :
(i) the Auryn Shares; ;
(ii) any Shares acquired by or issued to the Securityholder on or following the date hereof (including any common shares of AuRico issued upon the exercise, Auryn Options, PSUs, RSUs or DSUs); ;
(iii) the OptionsAuryn Warrants; (Collectively, PSUs, RSUs or DSUs; and the “Auryn Securities”)
(iv) any Options, PSUs, RSUs or DSUs Auryn Securities acquired by or issued to the Securityholder on or following the date hereof, that are beneficially owned by, or over which control or direction is exercised by, the Securityholder and which are entitled to be voted at the AuRico Auryn Arrangement Meeting (the “Subject Securities”) in favour of the Proposed Transaction and all matters related thereto;
(b) vote or cause to be voted (in person or by proxy) at any meeting of the securityholders of AuRico Auryn any Subject Securities against, or not tender or cause to be tendered any Subject Securities to:
(i) any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, or liquidation or take-over bid, sale or transfer of a material amount of assets of AuRico Auryn or similar transaction involving AuRico Auryn or the common shares of AuRico Shares other than the Proposed Transaction and any transaction related thereto;
(ii) the issuance of any securities of AuRico Auryn (other than pursuant to the exercise of Options options to purchase Shares or the settlement of PSUs, RSUs or DSUsdeferred share units) other than the Proposed Transaction and any transaction related thereto;
(iii) any action that is reasonably likely to impede, interfere with, delay, postpone, hinder, prevent, or adversely affect in any material respect the Proposed Transaction including, without limitation, any AuRico Auryn Acquisition Proposal; or
(iv) any action or agreement that would result in a breach of any representation, warranty, or covenant or other obligation of AuRico Auryn in the Arrangement Agreement;
(c) upon the request or direction of AlamosEastmain, execute a proxy in respect of any resolution referred to in Section 3(b), and have all of its Subject Securities counted or not counted (as directed by AlamosEastmain) as part of a quorum in connection with any meeting of securityholders of AuRico Auryn relating to matters set forth in Section 3(b2(b);
(d) for greater certainty, in connection with any matter referred to in Section 3(b), consult with Alamos prior to exercising any voting rights attached to its Subject Securities and exercise or procure the exercise of such voting rights as Alamos shall instruct, including the delivery to Alamos, upon its request or direction, of a proxy in respect of any such resolution;
(e) not, without the prior written consent of AlamosEastmain, sell, transfer, assign, pledge, encumber or otherwise dispose of, or enter into any agreement or understanding relating to the sale, transfer, assignment, pledge, encumbrance or other disposition of, the Subject Securities or any interest therein therein, with the exception that (other than as contemplated herein)i) Auryn Options maybe exercised and the underlying shares resold to the extent of obtaining proceeds sufficient to exercise the options and pay the additional withholding amount, providedand (ii) the Auryn options and underlying shares that expire on August 17, however, that nothing contained herein shall prohibit the Securityholder from exercising 2020 are not restricted in any Options or settling any PSUs, RSUs or DSUs for cash and/or common shares of AuRico, as applicable (it being understood that such Securities will be voted in accordance with Section 3(a))manner;
(fe) not, except as required pursuant to this Agreement, grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;
(gf) not exercise any rights of dissent or appraisal in respect of any resolution approving the Proposed Transaction, contest the approval of the Transaction by any Governmental Entity or any aspect thereof or matter related thereto, and not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate or securities law laws or other legislation registrations or not take any action that is reasonably likely to in any manner impede, interfere impeded with, delay, postpone, hinder, prevent, prevent or challenge the Proposed Transaction;; and
(hg) not, subject to Section 7, except as may be expressly permitted by the Arrangement Agreement or by Alamos in writing, directly or indirectly:
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing information, permitting any visit to any facilities or entering into any form of agreement, arrangement or understanding) any inquiries or proposals, whether publicly or otherwise, regarding an Auryn Acquisition Proposal or potential Auryn Acquisition Proposal;
(ii) enter into, engage, continue or participate in any negotiations or discussions regarding, or provide any non-public information with respect to AuRico Auryn or any of its subsidiaries, or offer or provide access to the business, properties, assets, books or records of AuRico Auryn or any of its subsidiaries or otherwise cooperate in any way with, any Auryn Acquisition Proposal or potential Auryn Acquisition Proposal;
(iii) requisition or join in the requisition of any meeting of the securityholders of AuRico Auryn for the purpose of considering any resolution; or;
(iv) solicit proxies or arrange or provide assistance to any other person to arrange for become a participant in the solicitation of, proxies relating in opposition to or purchases in competition with Eastmain’ purchase of or offers to sell common shares of AuRico or securities convertible into or exchangeable or exercisable for, or representing, common shares of AuRico the Shares as contemplated by the Arrangement Agreement or act jointly or in concert or jointly with any other person others with respect to voting securities of Auryn for the purpose of acquiring opposing or competing with Eastmain’s purchase of the Auryn Shares as contemplated by the Arrangement Agreement; or
(v) take any common shares of AuRico other action or securities convertible into or exchangeable or exercisable forany kind, which might reasonably be regarded as likely to reduce the success or, or representing, common shares of AuRico for delay or interfere with the purpose of influencing the voting of common shares of AuRico or affecting the control of AuRico, other than, in the case of proxy solicitation, in support completion of the Proposed Transaction;
(h) use commercially reasonable efforts to ensure that no action is taken under any of its brokerage account agreements that would cause the Securityholder to breach its obligation under Section 2(b), 2(c) or Section 4; and
(i) promptly notify Alamos upon comply with all trading restrictions imposed on any of undersigned’s representations or warranties contained in this Agreement becoming untrue or incorrect in any material respect prior to Eastmain Shares under the termination of this Agreement. The Securityholder acknowledges and agrees that any Options, PSUs, RSUs and DSUs held by him or her, to the extent not exercised or settled, shall be treated in accordance with the Arrangement and he or she shall take all steps required of him or her to give effect to such treatmentPlan.
Appears in 1 contract
