Examples of Nomad Shareholders in a sentence
The Special Committee, at a meeting duly called and held, after consultation with legal and financial advisors, has unanimously determined that this Agreement and the Arrangement are fair to the Nomad Shareholders and are in the best interests of the Company and unanimously determined to recommend approval of this Agreement and the Arrangement to the Nomad Board and that the Nomad Board recommend that the Nomad Shareholders vote in favour of the Arrangement Resolution.
The Nomad Board, at a meeting duly called and held, upon consultation with legal and financial advisors, has unanimously determined that this Agreement and the Arrangement are fair to the Nomad Shareholders and are in the best interests of the Company, have unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement and have unanimously resolved to recommend that the Nomad Shareholders vote in favour of the Arrangement Resolution.
The Company will from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Nomad Shareholders, information regarding beneficial ownership of Nomad Shares and lists of holdings and other assistance as the Purchaser may reasonably request to be able to communicate with respect to the Arrangement with the Nomad Shareholders.
The Nomad Diligence Information includes complete and correct copies of the resolutions or minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the Nomad Shareholders, the Nomad Board and each committee of the Nomad Board, excluding any minutes (or portion thereof) of the Nomad Board in relation to this Agreement, and the Company has not taken any action to amend or supersede such documents.
The Company has the requisite corporate power, authority and capacity to enter into this Agreement and (subject to obtaining the approval of the Nomad Shareholders of the Arrangement Resolution, the Interim Order and the Final Order as contemplated in Section 2.2) to perform its obligations hereunder and to complete the transactions contemplated by this Agreement.
For greater certainty, the Purchaser shall not pursuant to this Section 2.12 provide or deposit in escrow with the Depositary prior to the Effective Date any cash, Purchaser Shares or other consideration for the Nomad Shares held by Nomad Shareholders validly exercising Dissent Rights.
The Company and the Purchaser agree to cooperate in the preparation of presentations, if any, to any Nomad Shareholders, Purchaser Shareholders or other securityholders of the Company or the Purchaser or the analyst community regarding the Arrangement.
In no event shall the Purchaser or the Company or any other person be required to recognize a Dissenting Nomad Shareholder as a registered or beneficial owner of Nomad Shares or any interest therein (other than the rights set out in this Section 5.1) at or after the Effective Time, and as at the Effective Time the names of such Dissenting Nomad Shareholders shall be deleted from the central securities register of the Company.
The Cormark Fairness Opinion addresses the fairness, from a financial point of view, of the Consideration to be received by the Shareholders pursuant to the Arrangement and does not address any other aspect of the Arrangement or any related transaction, including any legal, tax or regulatory aspects of the Arrangement to the Company or the Nomad Shareholders.
If completed, the Arrangement will result in the issuance, at the Effective Time, of 1.21 Sandstorm Shares for each Nomad Share held by former Nomad Shareholders (excluding Dissenting Shareholders) at the Effective Time.