IAMGOLD Sample Clauses

IAMGOLD. (A) acknowledges that applicable Laws, including tax Laws, and other considerations make it necessary and desirable for Gold Fields that the Transaction be structured in a manner and incorporate elements and refinements not provided for in this Agreement and (B) agrees that Gold Fields shall from time to time, upon written notice to IAMGOLD (the Structure Notice"), be entitled to modify the structure of the Transaction and incorporate such additional elements or refinements (collectively, the "Structure Changes") provided that:
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IAMGOLD. La Arena and Rio Alto entered into a governance agreement (as may be amended from time to time, the “Governance Agreement”) dated June 15, 2009.
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IAMGOLD and La Arena understand that, subject to the terms and conditions of the Prepayment Agreement, Red Kite will make the Prepayment to Rio Alto, which funds shall be used exclusively for the funding of capital expenditures, exploration and development of the La Arena Gold Oxide Project and related working capital requirements. IAMGOLD and La Arena agree to allow the repayment of US$25 million advanced under the Prepayment Agreement during the Option Term, as may be extended, through the delivery by Rio Alto of gold produced from the La Arena Gold Oxide Project (the “Oxide Gold”) according to the monthly delivery schedule as outlined in the Term Sheet (the “Prepayment Delivery Schedule”), provided there is sufficient liquidity, at the time of, and after, the delivery to fund the budgeted capital expenditures, exploration and development of the La Arena Gold Oxide Project and related working capital requirements. In order to facilitate the repayment by Rio Alto, notwithstanding section 2(b) hereof, La Arena will be deemed to have transferred to Rio Alto S.A.C. a portion of the Oxide Gold (as contained in any ore, concentrate, doré or other unrefined gold product produced at or from the La Arena Oxide Project) delivered from time to time to a refiner, pursuant to sub-section 2(b)(i) hereof, equal to the amount of gold then and next deliverable by Rio Alto S.A.C. to Red Kite in accordance with the Prepayment Delivery Schedule. Notwithstanding anything to the contrary herein, in no event shall any gold produced at or from the La Arena Oxide Project be deliverable or delivered to Red Kite under the Gold Prepayment Agreement after the expiry of the Option, without MSM having acquired all of the issued shares of La Arena. IAMGOLD and La Arena also understand and agree that the number of ounces delivered in any month during the term of the Option Agreement as contemplated by the Term Sheet may be increased (on a sliding scale basis) by a maximum of 15% as penalty if the price of gold is below US$950 per ounce for the scheduled delivery period, or decreased (on a sliding scale basis) by up to a maximum of 15% as a credit if the price of gold is above US$1,450 per ounce.
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IAMGOLD and La Arena agree that the value of the gold transferred to Rio Alto S.A.C. as described in Section 1(b) above is not considered in the calculation of the “Free Cash Flow” as such term is defined in sub-section 4.3(a) of the Option Agreement.
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IAMGOLD and La Arena consent to the Rio Alto Parties granting a security interest in their interest in La Arena as security for their obligations under the Prepayment Agreement, the Credit Agreement, the Gold Purchase Agreement and all related or ancillary documents and obligations thereunder (collectively, the “Red Kite Transaction Documents”), including but not limited to any shares of La Arena either issued or transferred to MSM or to which MSM is entitled to be issued or transferred and Loans (as such term is defined in the Option Agreement) that may be acquired by MSM pursuant to the Option Agreement and the Rio Alto Parties’ rights in the Option Agreement, the Operator Agreement and the Governance Agreement, as amended by this Agreement.
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IAMGOLD and La Arena will not, except as otherwise permitted in accordance with the Option Agreement, the Operator Agreement or the Governance Agreement, as the case may be:
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IAMGOLD. La Arena and MSM agree that the reference to 'commercial production' in the Option, including pursuant to Section 4.3 thereof, shall be to a defined term, namely:
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Related to IAMGOLD

  • The Shareholders Each Shareholder represents and warrants to the Company and the other Shareholders, as of the date of this Agreement, as follows:

  • VALIC (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect: (ii) is not prohibited by the 1940 Act or the Advisers Act from performing the services contemplated by this Agreement; (iii) has met, and will continue to meet for so long as this Agreement remains in effect, any applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency, necessary to be met in order to perform the services contemplated by this Agreement, (iv) has the authority to enter into and perform the services contemplated by this Agreement, and (v) will immediately notify the SUB-ADVISER of the occurrence of any event that would disqualify VALIC from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

  • Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Alex Xxxxx shall furnish, at its expense and without cost to the Fund, the services of personnel to the extent that such services are required to carry out their obligations under this Agreement;

  • Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.

  • CHINA The following provisions govern your participation in the Plan if you are a national of the People’s Republic of China (“China”) resident in mainland China, as determined by the Company in its sole discretion:

  • Egypt Egyptian British Bank S A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Estonia Hansabank Finland Xxxxxx Bank Plc. France BNP Paribas, S.A. Germany Dresdner Bank AG Ghana Barclays Bank of Ghana Limited Greece National Bank of Greece S.A. Hong Kong Standard Chartered Bank Hungary Citibank Rt. Iceland Icebank Ltd.

  • Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

  • Merger Sub At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation.

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