Directors’ Approvals. The Northgate Board has received opinions from GMP Securities L.P. and Macquarie Capital Markets Canada Ltd., the financial advisors to the Northgate Board, that the Exchange Share Ratio is fair, from a financial point of view, to the Northgate Shareholders and the Northgate Board has:
(i) determined that the Exchange Share Ratio is fair to the Northgate Shareholders and the Arrangement is in the best interests of Northgate; and
(ii) authorized the entering into of this Agreement, and the performance of Northgate’ obligations hereunder.
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 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 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fair from a financial point of view to the Company Shareholders (the “Fairness Opinion”), and such opinion has not been withdrawn, revoked or modified.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 board of directors of New Gold has received an opinion from Macquarie Capital Markets Canada Ltd. that the Arrangement is fair, from a financial point of view, to New Gold and the directors of New Gold have unanimously:
(i) determined that the Arrangement is fair to, and is in the best interests of, New Gold;
(ii) resolved to recommend that the New Gold Shareholders vote in favour of the issuance by New Gold of the securities to be issued by New Gold in connection with the Arrangement; and
(iii) authorized entering into, executing and delivering this Agreement, and performing the obligations set out herein and to proceed with the Arrangement.
Directors’ Approvals. The directors of Goldcorp authorized the entering into of this Agreement, and the performance of its provisions, by Goldcorp.
Directors’ Approvals. The directors of Vitran, present at a meeting have received an oral opinion from Xxxxxxxx, 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 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. 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. (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. The Triple Flag Board, after consultation with its outside legal counsel and financial advisors, has unanimously determined that the acquisition of all of the issued and outstanding Company Common Shares pursuant to the Arrangement is in the best interests of Triple Flag and accordingly has approved the entering into of this Agreement and the making of a recommendation that the Triple Flag Shareholders vote in favour of the Arrangement (the “Triple Flag Board Approval”).
