Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement.
Mutual further assurances. Each party hereto shall execute and/or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after each Closing) for the purpose of carrying out or evidencing any of the Transactions.
Mutual further assurances. Each party must do all things and execute all further documents necessary to give full effect to this agreement.
Mutual further assurances. Each Party hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other commercially reasonable actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement and the other Acquisition Documents.
Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement. Executed as an agreement on September 18, 2012. Executed by CGA MINING LIMITED
Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement. Annexure to Scheme Implementation Agreement MinterEllison AURORA PLACE, 00 XXXXXXX XXXXXX, SYDNEY NSW 2000, DX 117 SYDNEY TEL: +00 0 0000 0000 FAX: +00 0 0000 0000 xxx.xxxxxxxxxxxxx.xxx ME_76068613_1 (W2003) A Member of the Macquarie Group of Companies ABN 94 105 777 704 AFS Licence No. 236894 ABN 96 112 594 662 ARBN 113 880 783 Xx. 0 Xxxxxx Xxxxx SYDNEY NSW 2000 GPO Box 4294 SYDNEY NSW 1164 AUSTRALIA Telephone 00 0 0000 0000 Facsimile 61 2 8232 5904 Internet xxx.xxxxxxxxx.xxx/xxxx 16 June 2008 ▪ Cash offer of $3.40, a 62% premium to last closing price and a 53% premium to the three month VWAP1 ▪ Scrip alternative to allow ongoing investment in MCAG’s businesses ▪ Recommended by Independent Directors in the absence of a superior proposal and subject to the opinion of an Independent Expert Macquarie Capital Alliance Group (MCAG) today announced that it has entered into a Scheme Implementation Agreement in relation to a proposal to acquire all the stapled securities of MCAG by way of interconditional Schemes of Arrangements and a Trust Scheme (the Scheme). Funding for the proposal has been committed by investment vehicles managed by AlpInvest Partners N.V., HarbourVest Partners, Pantheon Ventures, Partners Group, Xxxx Capital Partners, Portfolio Advisors and Procific (the Consortium) and Macquarie Capital (a member of the Macquarie Group). The Consortium is investing through a new unlisted fund, Macquarie Advanced Investment Partners (MAIP). The proposal has been made by Macquarie Advanced Investment Group (MAIG) 2. The Independent Directors of MCAG intend to unanimously recommend that security holders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert, Deloitte, opining that the transaction is in the best interests of security holders. The other members of MCAG’s board support the decision of the Independent Directors. MCAG Independent Board Committee Director Xx Xxx Xxxx said, “MCAG board and management have considered a range of strategies to maximise value for MCAG security holders. MCAG’s businesses have robust medium term business plans, however, since listing, MCAG’s securities have been relatively illiquid and the trading price of the securities has been disappointing. 1 VWAP – volume weighted average price 2 MAIG comprises Macquarie Advanced Investment Limited, Macqu...
Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement. Signing of Scheme Implementation Agreement Wednesday, 25 February 2015 Announcement of Scheme Implementation Agreement Wednesday, 25 February 2015 Draft Scheme Booklet lodged with ASIC Thursday, 26 February 2015 First Court Hearing Wednesday, 18 March 2015 Dispatch of Scheme Booklet to Coalspur shareholders Monday, 23 March 2015 Scheme Meeting Wednesday, 22 April 0000 Xxxxxx Xxxxx Hearing Tuesday, 28 April 2015 Effective Date Wednesday, 29 April 2015 Record Date Wednesday, 6 May 2015 Implementation Date Wednesday, 13 May 2015 [ ] February 2015 The Consideration represents a [ ]% premium over the closing price of the Company's ordinary shares on the Australian Securities Exchange on [ ] February and a [ ]% premium based on the volume weighted average price of the ordinary shares over the 60 days prior to this announcement. KCE is the parent company of Xxxxxxx Collieries ULC, the owner of the Donkin coal mine in Nova Scotia, Canada and is an affiliate of the Xxxxx Group LLC (“Xxxxx”), a major coal producer in the United States. KCE will fund the acquisition from internal cash sources. The Transaction with KCE represents the culmination of the strategic review process that was announced by Coalspur on June 23, 2014. The strategic review process, overseen by a Special Committee of the Board of Directors, had the express objective to attempt to maximize value for all stakeholders of Coalspur. During the past seven months Coalspur and its financial advisor, Deutsche Bank, have canvassed a significant number of strategic and financial parties worldwide with a view to achieving the full funding of the Vista project, the sale of all or a portion of the Company's assets, the outright sale of the Company or a merger or other third party transaction for refinancing and/or recapitalization of the Company. The competitive process resulted in the selection of KCE's proposal which has the unanimous support of the Coalspur Board. “After running a comprehensive, global process, the Company is pleased to enter into this agreement with KCE. Despite the challenging environment for thermal coal exporters globally, and limited capital market access for single asset developers of thermal coal projects, we have managed to run a competitive process and secured a positive outcome for all stakeholders. The agreement with KCE is the best option for our sh...
Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement. Signing of Merger Implementation Agreement (both parties) and Scheme Deed Poll (B2Gold) Tuesday 3 June 2014 Announcement of Merger Implementation Agreement Tuesday 3 June 2014 Complete drafts of Scheme Booklet (including draft of the Independent Expert's report) and B2Gold Meeting Circular Friday 4 July 2014 Board approved Scheme Booklet lodged with ASIC Monday 7 July 2014 Scheme Booklet settled; ASIC issues section 411(17) "no objection" confirmation Monday 21 July 2014 First Court Date Friday 25 July 2014 Commence printing Friday 25 July 2014 Dispatch of Scheme Booklet to Papillon shareholders and Meeting Circular to B2Gold shareholders Wednesday 6 August 2014 B2Gold Meeting Tuesday 9 September 2014 Share Scheme Meeting Wednesday 10 September 0000 Xxxxxx Xxxxx Date Wednesday 17 September 2014 Effective Date Thursday 18 September 2014 Record Date Tuesday 23 September 2014 Implementation Date Tuesday 30 September 2014 Parties Papillon Resources Limited ACN 119 655 891 of Xxxxx 00, XXX Xxxxxx, Xxx Xxxxxxxxx, Xxxxx XX 0000 (Papillon)
Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement. Signed for Aevum Limited by ← ← Signature of Director Signature of Director/Secretary Name of Director (print) Name of Director/Secretary (print) Signed for IOR Group Limited by ← ← Signature of Director Signature of Director/Secretary Name of Director (print) Name of Director/Secretary (print) Xxxxxx Xxxxxxx | Ref: MS:RAS1 00-0000000 Merger Implementation Agreement | page 46 Annexure to Merger Implementation Agreement MinterEllison 2 November 2009 Company Announcements Office Australian Securities Exchange Xxxxx 0, 00 Xxxxxx Xxxxxx Xxxxxx XXX 0000 Will create one of the largest pure retirement and aged care companies on the ASX. Expected to be EPS and Operating Cash Flow accretive from FY11 Decreases Aevum’s gearing from 22% to 19% Increased market capitalisation and potential liquidity Potential for S & P/ ASX 300 inclusion Xxxxxx Xxxxxxx and Xxxxxx Xxxx will continue as Chairman and Managing Director Aevum Limited (‘Aevum’) (ASX: AVE) and IOR Group Limited ('IOR') are pleased to announce that they have entered into a Merger Implementation Agreement (‘MIA’) under which Aevum will acquire all of the shares in IOR (the ‘Proposal’). Under the Proposal each IOR shareholder will receive 8 new Aevum shares for every 9 IOR shares that they hold (which is expected to comprise a total issue to IOR shareholders of 48,275,000 new Aevum shares)1. The merger represents a major milestone for both companies and the merged entity will be one of the largest pure retirement and aged care companies listed on the ASX. Commenting on the Proposal, Aevum Chairman Xxxxxx Xxxxxxx said, ‘We are very proud to announce the merger of Aevum and IOR. The merger creates a significantly larger business with a national footprint, increased market presence and scale and provides a solid foundation for future growth. The merger is expected to be earnings per share accretive in FY11, it will enhance group cash flows and reduce overall gearing’. Xx. Xxxxxxx said, ‘IOR village residents can rest assured that the villages they live in will maintain the high standards of care and quality to which they have grown accustomed.’ Aevum Managing Director, Xxxxx Xxxx said IOR was a good strategic fit. ‘The merged group will have a substantial national footprint with a strong position in New South Wales and a presence in Victoria, Queensland, South Australia ...
Mutual further assurances. Each party must do all things necessary or expedient to be done by it in connection with the matters referred to in this agreement. Executed as an agreement on June 3, 2014. Executed by PAPILLON RESOURCES LIMITED in accordance with section 127 of the Corporations Act
