Directors’ Approvals Clause Samples

Directors’ Approvals. The special committee of the Primero Board has received an opinion from BMO Capital Markets Inc. that the consideration to be received by Primero Shareholders is fair, from a financial point of view and the Primero Board has: (i) determined that the consideration to be received by Primero Shareholders is fair and the Arrangement and entry into the Agreement is in the best interests of Primero; (ii) determined to recommend that the Primero Shareholders vote in favour of the Primero Resolution; and (iii) authorized the entering into of this Agreement, and the performance of Primero’s obligations hereunder.

Directors’ Approvals. The board of directors of New Gold has received an opinion from each of GMP Securities L.P. the financial advisors to the board of directors of New Gold, and Macquarie Capital Markets Canada Ltd., that the Transaction is fair, from a financial point of view, to the New Gold Shareholders and the directors of New Gold have unanimously: (i) determined that the Transaction is fair to the New Gold Shareholders and is in the best interests of New Gold; (ii) recommended that the New Gold Shareholders vote in favour of the New Gold Resolution; and (iii) authorized the entering into of this Agreement, and the performance of its provisions, by New Gold.

Directors’ Approvals. The Company Board, after consultation with its legal and financial advisors (i) has unanimously determined that the Arrangement is in the best interests of the Company; and (ii) has approved the entering into of this Agreement and the making of a recommendation that Company Shareholders vote in favour of the Arrangement Resolution. The Company Board has received opinions from the Company Financial Advisors to the effect that the consideration to be received under the Arrangement is fair from a financial point of view to the Company Shareholders (the “Fairness Opinion”), and such opinion has not been withdrawn, revoked or modified.

Directors’ Approvals. The directors of Vitran, present at a meeting have received an oral opinion from ▇▇▇▇▇▇▇▇, Inc., the financial advisor to the directors of Vitran, that the Consideration is fair, from a financial point of view, to the Vitran Shareholders and the directors of Vitran have, after consultations with Vitran’s financial and legal advisors, unanimously: (i) determined that the Consideration is fair to the Vitran Shareholders and that the Arrangement is in the best interests of Vitran and the Vitran Shareholders; (ii) recommended that the Vitran Shareholders vote the Common Shares beneficially owned or controlled by them in favour of the Arrangement Resolution; and (iii) approved the Arrangement and the other Transactions contemplated herein and authorized the entering into of this Agreement and the performance by Vitran of its obligations hereunder.

Directors’ Approvals. The directors of Goldcorp authorized the entering into of this Agreement, and the performance of its provisions, by Goldcorp.

Directors’ Approvals. The respective directors of Purchaser and Parent have unanimously authorized the entering into of this Agreement and the performance by each of Purchaser and Parent of its obligations hereunder.

Directors’ Approvals. (i) The Alamos Board has received the Alamos Fairness Opinion; (ii) the Alamos Board, after consultation with its outside legal counsel and financial advisors, has unanimously determined that the acquisition of all of the issued and outstanding Richmont Shares pursuant to the Arrangement is in the best interests of Alamos and accordingly has approved the entering into of this Agreement and the making of a recommendation that Alamos Shareholders vote in favour of the Alamos Resolution (the “Alamos Board Approval”); and (iii) each director or officer has advised Alamos that he or she intends to vote all Alamos Shares held by him or her in favour of the Alamos Resolution.

Directors’ Approvals. Following the date of this Agreement and until the Effective Time, none of Parent, Alkaloida, TDC, SPH, Merger Sub or the Company shall take or cause to be taken any action to cause any change in the composition of the Special Committee. After the date hereof and prior to the Effective Time, in addition to any approvals of the Board of Directors or the shareholders of the Company as may be required under applicable law, and without limiting the other requirements set forth herein, the approval of the Special Committee shall be required (a) for the Company to terminate this Agreement or amend this Agreement, (b) for the Company to exercise or waive any of the Company’s benefits, rights or remedies under this Agreement, or (c) for the Company to take any action that would prevent or materially delay the consummation of the Merger, and the Special Committee shall have sole authority to direct the Company to terminate the Agreement.

Directors’ Approvals. The board of directors of Glamis has received an opinion from each of Orion Securities Inc. and J▇ ▇▇▇▇▇▇ Securities Inc., the financial advisors to the board of directors of Glamis, that the Share Exchange Ratio is fair, from a financial point of view, to the Glamis Shareholders and the directors of Glamis have unanimously: (i) determined that the Share Exchange Ratio is fair to the Glamis Shareholders and the Arrangement is in the best interests of Glamis; (ii) recommended that the Glamis Shareholders vote in favour of the Glamis Resolution; and (iii) authorized the entering into of this Agreement, and the performance of its provisions, by Glamis.